Charter Communications (CHTR) announced an all-stock acquisition of Liberty Broadband (LBRDA). 

Before the acquisition closes, Liberty Broadband will spin off its subsidiary GCI, Alaska's largest communications provider, to Liberty Broadband stockholders. (Announcement)

This GCI spin-off is expected to be taxable, with Charter covering any tax liability above $420 million. 

The deal is anticipated to close by June 30, 2027, pending the GCI spin-off and other customary conditions. 

Liberty Broadband Investor Relations

Resources:

November 13, 2024: Announcement

Liberty Media Corporation (FWONA, FWONK, LLYVA, LLYVK)  announced that it is pursuing a plan to split off the Liberty Live Group. 

Immediately prior to effecting the Split-Off, Liberty Media’s subsidiary Quint would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets. (Announcement)

Quint Reattribution: Before the split, Liberty Media's subsidiary Quint will be moved from the Formula One Group to Liberty Live Group in exchange for private assets, with any cash consideration set later based on valuation.

CEO Statement: Greg Maffei, Liberty Media’s CEO, noted the split-off will simplify Liberty’s structure, potentially reduce Liberty Live’s discount to NAV, and improve trading liquidity.

Ownership Post Split-Off:

Liberty Live, Inc. will hold ~69.6 million shares of Live Nation, Quint, other private assets, and certain debt.

Liberty Media will retain Formula 1, MotoGP (upon acquisition), other Formula One Group assets, and related debts.

Trading & Approvals: Liberty Media will remain on Nasdaq; Liberty Live is expected to trade on Nasdaq or OTC. The split-off, expected to complete in the second half of 2025, requires shareholder and regulatory approvals and aims to be tax-free.

Liberty Media Investor Relations

Resources

November 13, 2024: Announcement

IAC (IAC), said it was exploring a spin-off of its majority stake in home services unit Angi (ANGI).  IAC owns an 85% stake in Angi, which has a market value of about $1.25 billion. Angi operates a digital platform that connects home service professionals with consumers for tasks ranging from repair work to remodeling of homes.

IAC Investor Relations

Resources

November 12, 2024: Announcement

Comcast (CMCSA) is considering a spin-off of its cable network portfolio, which includes CNBC, MSNBC, Bravo, Oxygen True Crime, USA Network, E!, Syfy, Universal Kids, and Universo, as reported by Reuters. The move reflects broader industry challenges as traditional television faces declining viewership from consumers increasingly shifting to streaming options. (Announcement)

The proposed spin-off would exclude NBC's main broadcast network and Comcast's streaming service, Peacock. However, Comcast is actively seeking a partner for Peacock, aiming to accelerate its growth in a highly competitive streaming market, Comcast President Mike Cavanagh noted during earnings call.

Update(s):

November 1, 2024:

Bloomberg reported Comcast Corp. (CMCSA) is working with investment bank Morgan Stanley to evaluate options for its cable networks after announcing it’s considering divesting the business.

November 19, 2024: WSJ reports, Comcast (CMCSA) is expected to announce Wednesday that it is moving forward with a plan to spin off its NBCUniversal cable TV networks.

November 20, 2024: Comcast announced its intent to create a new publicly traded company comprised of NBCUniversal’s cable television networks, including USA Network, CNBC, MSNBC, Oxygen, E!, SYFY and Golf Channel along with complementary digital assets including Fandango and Rotten Tomatoes, GolfNow and Sports Engine, through a tax-free spin-off. Comcast is targeting to complete the spin-off in approximately one year. (Press Release)

Resources

October 31, 2024: Announcement

October 31, 2024: Comcast Earnings Call Transcript: Q3 2024 - Discussion on Potential Cable Network Spinoff Strategy

OLB Group a diversified FinTech e-commerce and business management solutions provider, announced it has filed a Form S-1 with the SEC relating to the proposed spinoff of its wholly owned subsidiary, DMint, a Bitcoin mining facility, to OLB shareholders. The shareholder record date for the spinoff has yet to be determined and will be announced at a future date. (Press Release)

OLB Group Investor Relations

Resources

October 21, 2024: Announcement

Form S-1 filing

Nixxy (NIXX) is advancing with its restructuring plan to consolidate select assets and liabilities into Atlantic Energy Solutions (OTC: AESO), which will be rebranded as CognoGroup. (Press Release)

CognoGroup’s portfolio will feature various ventures, including CandidatePitch, an automated talent marketing tool; Mediabistro, a job board for the media industry; AI Exchange, a thriving AI community with over one million members; and PrimeGPU, an early-stage AI venture currently in stealth mode.

• Record Date: Tentatively set for October 28, 2024, for shareholders eligible to receive CognoGroup shares (final date pending).
• Distribution Date: Expected around January 15, 2025.

Nixxy Investor Relations

Update(s):

November 1, 2024: Nixxy announced that November 15, 2024 would be the record date for its previously-announced spin-off of its shares of Atlantic Energy Solutions (OTC:AESO), which will be renamed CognoGroup following the spin-off. Only shareholders of record as of November 15, 2024, will be eligible to receive the distribution of CognoGroup shares as part of the upcoming spin-off.

The payable date for the spin-off is expected to be in January 2025.

Resources

October 18, 2024: Announcement

Scilex Holding Company is considering a spinoff or public listing of Scilex Pharmaceuticals in or outside of the U.S., including Hong Kong.  (Press Release)

Scilex Holding Company Investor Relations

Resources

October 16, 2024: Announcement

Honeywell announced a plan to spin off its Advanced Materials business into an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026.

Honeywell Investor Relations

Resources

October 8, 2024: Announcement

October 10, 2024: Honeywell Portfolio Update Presentation

According to Reuters, CVS Health is exploring options that could include a break-up of the company to separate its retail and insurance units, as the struggling healthcare services company looks to turn around its fortunes amid pressure from investors.

Resources

September 30, 2024: Announcement (Reuters)

Announcement

Fortive Corporation announced its intention to pursue a tax-free spin-off of its Precision Technologies segment.

The planned spin-off will create two independent publicly traded companies, each with focused business models and tailored investment and capital allocation strategies.

James A. Lico, Fortive’s President and Chief Executive Officer, stated, Once the spin-off is complete, Fortive will be more focused on recurring revenue and software businesses, and better positioned to accelerate growth and consistently grow earnings and free cash flow.

Fortive is currently targeting completion of the spin-off in the fourth quarter of 2025, subject to the satisfaction of certain conditions

Fortive Investor Relations

Resources

September 4, 2024: Announcement 

According to Bloomberg Intel Corp. is discussing various scenarios, including a split of its product-design and manufacturing businesses, as well as which factory projects might potentially be scrapped, said the people.

Update(s):

September 16, 2024: In a memo to employees dated September 16, Intel CEO Patrick Gelsinger announced that Intel Foundry will be established as an independent subsidiary, equipped with its own board of directors and the capacity to secure external funding.

Announcement

Topgolf Callaway Brands Corp. (MODG) reported its second-quarter 2024 results, with CEO Mr. Brewer reaffirming confidence in Topgolf's growth potential despite recent stock and same-venue sales disappointments. The company is conducting a strategic review, exploring options to improve profitability, including a potential spinoff of Topgolf.

Topgolf Callaway Brands Corp. Investor Relations

Update(s):

September 4, 2024: Topgolf Callaway Brands Corp. announced plans to separate into two independent companies: Callaway, focused on golf equipment and active lifestyle products, with $2.5 billion in revenue (including Toptracer), and Topgolf, a high-growth, venue-based golf entertainment business, with $1.8 billion in revenue (excluding Toptracer). The separation is expected to occur through a tax-free spin-off of Topgolf to shareholders, though the Company is exploring other options to maximize shareholder value

Resources

August 7, 2024: Announcement

Announcement

 On August 5, 2024, the Continental Executive Board, in response to the dynamic automotive market, decided to further evaluate a potential spinoff of its Automotive group.

A decision is expected in the fourth quarter of 2024. If approved by the Executive and Supervisory Boards, the spinoff will be put to a shareholder vote on April 25, 2025, with plans to complete it by the end of 2025.

Preparations are already underway, with the profitable Tires and ContiTech sectors remaining under Continental's umbrella, a structure included in the ongoing evaluation.

September 16, 2024: BMW AG took over two years to uncover the full scope of a braking system defect, which could cost the automaker nearly €1 billion ($1.1 billion) to resolve. Customer complaints about the faulty brakes began in June 2022, but only last month did BMW determine that up to 1.5 million cars could be affected by the defective part, supplied by Continental AG.

October 7, 2024: Bloomberg reported, Continental AG is pushing forward with plans to spin off its struggling car parts division, despite recent recalls over faulty braking systems. The company has enlisted Goldman Sachs and JPMorgan Chase to assist with the spinoff, though details are still being finalized

Continental AG Investor Relations

Resources:

August 5, 2024: Announcement

Announcement

According to Financial Times, Warner Bros Discovery is considering splitting its digital streaming and studio operations from its traditional television networks to boost its declining share price. CEO David Zaslav is exploring options, including selling assets or forming a new company for Warner Bros movie studio and Max streaming service to alleviate the group’s $39bn debt.

Despite a one-third drop in market capitalization to $20bn over the past year, WBD has not yet hired an investment bank.

Warner Bros. Discovery Investor Relations

Resources

July 18, 2024: Announcement

The Board of Directors announced that it has submitted a proposed spin-off application to the Stock Exchange on July 12, 2024, for the potential separate listing of Smithfield Foods, Inc.'s U.S. and Mexico operations on the NYSE or Nasdaq. Smithfield Foods, currently a wholly-owned subsidiary, is expected to remain a subsidiary post-spin-off, with its financial results consolidated into the Company’s.

The company announced the details of the spin-off are not yet finalized, and it may or may not proceed.

WH Group Ltd. Investor Relations

Resources:

July 14, 2024: Announcement

Announcement

Spectrum Brands Holdings (SPB) announced that it has filed a confidential Form 10 registration statement with the U.S. Securities and Exchange Commission (“SEC”) for the spin-off of its home and personal care (“HPC”) business.

Spectrum Brands Holdings Investor Relations

Resources:

July 2, 2024: Announcement, Form 10

August 8, 2024: Presentation

On June 5, 2024, Dollar Tree announced that the Company has initiated a formal review of strategic alternatives of the Company’s Family Dollar business segment, which could include among others, a potential sale, spin off or other disposition of the business. (Announcement)

Update(s):

November 4, 2024: Dollar Tree is reiterating its commitment to completing its formal review of strategic alternatives for the Family Dollar business segment, which could include among others, a potential sale, spin-off, or other disposition of the business. 

Dollar Tree Investor Relations

Resources

November 4, 2024: Announcement

Announcement

DuPont (DD) announced plans to separate into three distinct, publicly traded companies. The Electronics and Water businesses will be spun off tax-free to shareholders, with New DuPont remaining as a diversified industrial company.

DuPont expects to complete the separations within 18 to 24 months. The separation transactions will not require a shareholder vote.

DuPont Investor Relations

Update(s):

July 31, 2024: DuPont (DD) announced its financial results for the second quarter ended June 30, 2024

• Net Sales of $3.2 billion increased 2%; organic sales flat versus year-ago period
• GAAP Income from continuing operations of $176 million; operating EBITDA of $798 million
• GAAP EPS from continuing operations of $0.40; adjusted EPS of $0.97
• Cash provided by operating activities from continuing operations of $527 million; adjusted free cash flow of $425 million
• Raises full year 2024 guidance for net sales, operating EBITDA and adjusted EPS

Resources

May 22, 2024: Announcement

May 23, 2024: Investor Update Call - Investor Presentation ,  Transcript, Press Release

June 14, 2024: DuPont Overview Presentation

July 31, 2024: DuPont 2Q 2024 Earnings - Presentation, Transcript, Earnings Release

Masimo (MASI), a leader in noninvasive monitoring technologies and audio products, announced that its Board of Directors has authorized management to evaluate a proposed separation of its consumer business. 

Masimo expects that the separation will include its consumer audio and consumer health products, including the Stork baby monitor and the Freedom smart watch and band. Masimo will retain its professional healthcare and telehealth products.

Masimo Investor Relations

Update(s):

March 25, 2024: WSJ reported Medical-device maker Masimo (MASI) may opt for a joint venture as it looks to split off its consumer business and has reportedly been approached by a potential partner for its consumer division.

September 24, 2024: 

 Medical technology manufacturer Masimo's founder Joe Kiani steps down as CEO after shareholders voted to remove him from the board following a proxy battle with Politan Capital Management.

?? Healthcare executive Michelle Brennan has been named interim CEO.

?? Brennan was nominated for Masimo's board by Politan in 2023, along with Politan founder Quentin Koffey.

?? Masimo has hired Centerview Partners, Morgan Stanley, and Sullivan & Cromwell to explore alternatives for its consumer business, including Sound United and health tracking devices. ?? Offers for the consumer business have reached up to $950M.

?? Two more Politan-backed candidates, Darlene Solomon and Bill Jellison, were appointed to Masimo’s board.

?? Kiani had previously vowed to step down and sell his $500M stake if replaced by Politan nominees. ?? Politan, holding a 9% stake in Masimo, had indicated it would not oppose Kiani’s re-election to the board.

?? Kiani is suing Masimo for $400M in payouts, claiming his departure entitles him to stock vesting and a cash payment.

Unilever (UL) announced steps to accelerate its Growth Action Plan (GAP) through the separation of Ice Cream and the launch of a major productivity programme.

Following separation, Unilever will become a simpler, more focused company, operating four Business Groups across Beauty & Wellbeing, Personal Care, Home Care and Nutrition.  Full separation expected by the end of 2025.

Unilever Investor Relations

Update(s):

October 24, 2024: Unilever announces that the separation of the ice cream business is on track to be completed by the end of 2025.

November 22, 2024: Unilever will slim down but not spin off its food division, its chief executive has said, as the London-listed consumer goods group presses ahead with the listing of its ice-cream unit.

Lennar (LEN) one of the biggest US homebuilders, says it is considering a $4 billion spinoff of land it holds.

The proposal would be a way to have a consistent source of funding as the company moves to a “land light” construction model, Executive Chairman Stuart Miller said on a call with analysts. It also would help Lennar shift from relying on private equity to fund lot production.

The transaction would represent more than 85% of Lennar’s current land pipeline, which totals about $4.7 billion, according to the builder’s quarterly earnings statement. By having a separate company own the land, Lennar could purchase lots as they’re needed.

“Such a transaction would distribute capital to shareholders, it would reduce inventory on Lennar’s books, and it would provide permanent, dependable capital for future land options,” Miller said.

Lennar Corp Investor Relations

VivoPower International PLC (VVPR) announced that its board of directors has approved an execution plan to spin off the majority of its Caret business unit’s portfolio, representing up to ten solar projects totalling 586MW-DC at varying stages of development.

It is intended that VivoPower shareholders receive a special dividend in the form of stock in the spin off entity.
The Company will seek the approval from VivoPower shareholders to receive the special dividend stock as a result of the spin off in its next general meeting of shareholders, which is anticipated to be in December 2023 at the latest.

VivoPower International PLC Investor Relations

Society Pass Inc. (SOPA) Southeast Asia’s next generation, data-driven, loyalty, fintech and e-commerce ecosystem, announces that it  will pursue a spinout and initial public offering on Nasdaq in 2024 for its digital advertising ecosystem, Thoughtful Media Group Inc, and for its online travel platform, NusaTrip Inc.

Society Pass Investor Realtions

Thoughtful Media Group 

Society Pass Inc. (SOPA) Southeast Asia’s next generation, data-driven, loyalty, fintech and e-commerce ecosystem, announces that it  will pursue a spinout and initial public offering on Nasdaq in 2024 for its digital advertising ecosystem, Thoughtful Media Group Inc, and for its online travel platform, NusaTrip Inc.

Society Pass Investor Relations

NusaTrip Inc.

On October 4, 2023 Blackberry (BB) announced that it will separate its Internet of Things (IoT) business by the first half of next fiscal year. 

Update(s):

December 11, 2023: BlackBerry Limited (BB) announced that it will separate the IoT and Cybersecurity businesses, and that they will operate as fully standalone divisions. BlackBerry will no longer pursue a subsidiary IPO of the IoT business.

Cosmos Health (COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary nutraceutical brands, manufacturer and distributor of healthcare products, and operator of a telehealth platform, announced its intention to spin off its research and development (R&D) division into a publicly listed standalone biotech company.

Cosmos Health Inc. Investor Relations

According to Bloomberg, Uber Technologies (UBER) is weighing up options to spin off its freight logistics business either in a sale or as a separate publicly traded company at a time when the company is doubling up efforts to grow its ride-hailing and food-delivery businesses.

May 02, 2023: First Quarter 2023 Results

August 01, 2023: Second Quarter 2023 Results

Uber Technologies, Inc. Investor Relations

According to Reuters, Banking and payments conglomerate Fidelity National Information Services (FIS) plans to pursue a tax-free spin-off of its merchant business, which processes payments for companies.

The spin-off will take several months to be completed, and FIS will also entertain any acquisition offers for the unit during this period.

Much of FIS's merchant business consists of Worldpay, which it bought for $43 billion in 2019. FIS expects the spin-off to be completed within the next 12 months.

Upon completion of the proposed spin-off, the Merchant Solutions business will operate as Worldpay, reestablishing and strengthening a brand that remains highly trusted among clients and partners.

Update(s):

February 13, 2023:  FIS announces plans to spin off merchant business

Press Release

April 27, 2023: Fidelity National Information Services (FIS) announced along with first quater 2023 earnnings report that it continues to make progress on the tax-free spin-off of its Merchant Solutions business. As previously communicated, the spin-off, which is subject to customary conditions, is expected to be completed by early 2024.

Q1 Earnings Presentation

July 3, 2023: Private equity firm GTCR is in advanced talks to buy a majority stake in the merchant acquiring business of Fidelity National Information Services

July 6, 2023: FIS announces agreement for GTCR to acquire majority stake in Worldpay

FIS has signed a definitive agreement to sell a majority stake in its Worldpay Merchant Solutions business to private equity funds managed by GTCR in a transaction valuing Worldpay at $18.5 billion, including $1 billion of consideration contingent on the returns realized by GTCR exceeding certain thresholds. 

FIS Presentation

• FIS to retain 45% ownership in Worldpay
• GTCR committed to invest up to $1.25 billion in additional growth capital to accelerate Worldpaygrowth strategy
• FIS will receive upfront, net proceeds of approximately $11.7 billion at close. On a pro-forma basis for the transaction, FIS expects leverage to be approximately 2.5-times, based on 2023 Adjusted EBITDA upon close.
• In addition, the upfront cash proceeds will create immediate capital allocation flexibility. FIS will use proceeds from the sale to pay down debt and return additional capital to shareholders through its existing share repurchase authorization, as well as for general corporate purposes, while maintaining a strong investment grade credit rating
• The transaction is expected to close by Q1 2024

Augsut 2, 2023: Second Quarter 2023

Q2 Earnings Presentation

Q2 Earnings Release

FIS Q2 2023 Updated Investor Q&A regarding spinoff

Fidelity National Information Services Investor Relations

About Worldpay 

Western Digital (WDC) would spin off its flash business and merge it with Kioxia, creating a publicly traded company in the US, the people said

Previously on May 2022, Elliott Investment Management L.P. which manages funds that have an approximately $1 billion investment in Western Digital Corporation (WDC) sent a letter to the Board of Directors of Western Digital calling the Board to conduct a full strategic review of the value that could be created by separating its two vastly different businesses, hard disk drives and NAND flash memory.

By executing on a separation, Elliott believes Western Digital's stock price could reach $100+ per share by the end of 2023, representing uniquely attractive upside of approximately 100%.

Update(s):

May 15, 2023: Reuters reported, Kioxia Holdings Corp and Western Digital Corp are speeding up merger talks and nailing down a deal structure.

Japan's Kioxia and U.S. chipmaker Western Digital have been hit hard by plunging market demand and oversupply. Combining their flash memory businesses could boost competitiveness against rivals like South Korea's Samsung Electronics.

The planned merger is also likely to draw anti-trust scrutiny in several countries, including the United States and China.

The proposed merger is expected to consist of a new entity which is 43% owned by Kioxia and 37% owned by Western Digital.

July 14, 2023: Western Digital Corp. and Kioxia Holdings Corp. are working towards finalizing a merger agreement by August. The proposed deal involves a tax-free spinoff of Western Digital's flash business, which would combine with Kioxia. After the merger, Western Digital shareholders would hold slightly over 50% ownership in the merged company.

October 13, 2023: Japanese chipmaker Kioxia Holdings and its U.S. peer Western Digital are expected to agree on a merger as early as this month

October 26, 2023: According to Reuters, Merger talks between Western Digital (WDC) and Japan's Kioxia Holdings have stalled, two sources said, as opposition from Kioxia investor SK Hynix has complicated the on-again, off-again deal to create a memory chip giant.

South Korea's SK Hynix (000660.KS), itself a major memory chip maker and rival to both companies said it did not back the deal, citing the potential impact on the value of its investment in Kioxia.

October 30, 2023: Western Digital Corp. announced its Board of Directors has unanimously approved a plan to separate its HDD and Flash businesses.

The separation is intended to be structured in a tax-free manner and is targeted for the second half of calendar year 2024.

February 6, 2024: Kioxia Corporation and Western Digital Corporation announced that their joint venture manufacturing facilities at Yokkaichi and Kitakami plants have been approved to receive an up to 150 billion yen subsidy, including facilities that will produce its latest generation of 3D flash memory based on the innovative wafer bonding technology and future generation advanced nodes.

March 05, 2024: Western Digital Corp. announced it is on track for the second half of calendar year 2024, significant progress towards the completion of the separation is underway with key transactional projects including global legal entity establishment, customer and supplier contract transfers, final stage preparation for government filings, and initial executive leadership appointments for both HDD and Flash companies post-separation.  

Currently, Western Digital’s separation teams are establishing legal entities in the 18 countries where operations are located, preparing independent company financial models, finishing final preparations for SEC and IRS filings, conducting a contract assignment process for global customers and suppliers, and designing company-wide organizational structures for both companies.  

Establishing the executive leadership team for the Flash spinoff company also is progressing with Goeckeler appointed CEO Designate.  

Irving Tan, currently Executive Vice President, Global Operations at Western Digital, will step into the CEO role for the remaining standalone HDD company to continue operating as Western Digital.

June 26, 2024: Japanese chipmaker Kioxia, majority-owned by Bain Capital, is preparing to list its shares on the Tokyo Stock Exchange, with an IPO expected by late October, according to Reuters. Earlier attempts to merge with Western Digital were stalled due to opposition from strategic investor SK Hynix and disagreements with Bain. This would be Kioxia’s second attempt to go public after its first effort in 2020 was postponed due to the pandemic and U.S.-China trade tensions.

September 24, 2024: Reuters reported Bain-backed memory chipmaker Kioxia has scrapped its plan for an initial public offering (IPO) in October on the Tokyo Stock Exchange.

Resources

Earnings May 8, 2023: Western Digital Third Quarter Fiscal 2023 - Presentation

Earnings July 31, 2023: Fiscal Fourth Quarter and year 2023 Financial Results Presentation

Investor Presentation

Western Digital Investor Relations

Baxter International Inc. (BAX), a leading global medtech company, announced a plan to spin off the company’s Renal Care and Acute Therapies global business units (GBUs) into an independent, publicly traded company.

Baxter expects to complete the proposed spinoff in 12 to 18 months

Baxter International Investor Relations

Update:

May 5, 2023: Baxter International Inc. (BAX), a global medtech leader, announced it has selected Chris Toth to be chief executive officer (CEO) of the company’s planned spinoff of its Renal Care and Acute Therapies businesses. 

July 25, 2023:

Baxter International Inc. (BAX), announced that Vantive will be the name of the company’s proposed spinoff of its Renal Care and Acute Therapies businesses. 
Vantive is expected to launch as an independent, publicly traded company by July 2024 or earlier.

March 4, 2024: Baxter International Inc. (BAX) provided an update on the planned separation of its Kidney Care business on March 4, 2024, stating that discussions with private equity investors are underway to explore a potential sale of the asset instead of the initially proposed spinoff. Baxter remains committed to maximizing shareholder value and aims to complete the separation of the Kidney Care business in the second half of 2024, although no final decision on the separation structure has been made yet.

Jupiter Wellness (JUPW), announced that SRM Entertainment (SRM) has filed a registration statement with the Securities and Exchange Commission to separate the company from Jupiter Wellness. Upon completion of the spin-off, SRM and Jupiter Wellness will be two independent and separate public companies and Jupiter Wellness is expected to remain the majority shareholder of SRM.

June 28, 2023: Jupiter Wellness, Inc. (JUPW)announced that the record date for the spin-off and distribution of shares of common stock, par value $0.0001 per share, of SRM Entertainment currently a majority-owned subsidiary of the Company, has been set for July 7, 2023.

Update(s):

July 11, 2023: Jupiter Wellness, Inc. (JUPW) announced that the payment date for the distribution of shares of common stock, par value $0.0001 per share of SRM Entertainment,to effect the spin-off of the SRM business has been delayed.  

The previously announced distribution to be paid on or about July 12, 2023, and the previously announced trading date of SRM Common Stock on the Nasdaq Capital Market of on or about July 13, 2023, has been delayed until SRM’s Registration Statement on Form S-1 as amended, relating to shares of SRM Common Stock has been declared effective by the U.S. Securities and Exchange Commission  and the listing of the SRM Common Stock on Nasdaq has been approved by Nasdaq.  

The previously announced record date of July 7, 2023, will remain the same.

Southwest Gas Holdings (SWX) determined it will pursue a spin-off of its wholly owned subsidiary, Centuri Group, to form a new independent publicly traded utility infrastructure services company.

Southwest Gas Holdings Investor Relations

Update(s):

May 9, 2023: Southwest Gas submitted its IRS PLR request during the first quarter of 2023 and a notice of intent was filed with the ACC in April. An SEC Form 10 submission is expected late in the second quarter or early in the third quarter of 2023. 

June 21, 2023: Southwest Gas (SWX) announced that it has received approval from the Arizona Corporation Commission to divest its financial interest in and separate from Centuri. The company anticipates completion of the spin-off of Centuri during the fourth quarter of 2023 or first quarter of 2024.

September 22, 2023: Southwest Gas Holdings (SWX) announces that Centuri, its utility infrastructure services business has confidentially submitted draft registration statement for Centuri's proposed initial public offering of newly issued Centuri common stock.

April 8, 2024: Southwest Gas (SWX) said it launched a roadshow for the IPO of its Centuri Holdings infrastructure services unit, seeking a valuation of as much as $1.8B.

American Resources Corporation (AREC) announces plan to spin-off ReElement Technologies subsidiary into a standalone public company

Update(s):

August 19, 2024: During the Q2 2024 report on August 19, 2024, American Resources Corporation CEO Mark Jensen expressed confidence in completing the spin-offs of ReElement Technologies and a significant portion of American Infrastructure by the end of the year.

Medtronic plc (MDT), a global leader in healthcare technology, announced its intention to pursue a separation of the company's combined Patient Monitoring and Respiratory Interventions businesses ("NewCo"), which are part of the company's Medical Surgical Portfolio.

The chief executive of Vale SA (VALE) said, the Brazilian iron ore miner is reconsidering a near-term spin-off of its base metals business and an eventual public listing.

Update(s):

February 8, 2023: According to Bloomberg, General Motors Co. (GM) is competing for a stake in Brazilian mining giant Vale SA’s base metals unit.

July 27, 2023: Brazilian miner Vale (VALE) said it reached two separate agreements to sell a 13% stake in its base metals business for $3.4 billion, aiming to boost its copper and nickel output.

Albertsons Cos. (ACI) is prepared to establish an Albertsons Cos. subsidiary (SpinCo). SpinCo would be spun-off to Albertsons Cos. shareholders immediately prior to merger closing and operate as a standalone public company. Kroger and Albertsons Cos. have agreed to work together to determine which stores would comprise SpinCo, as well as the pro forma capitalization of SpinCo.

TotalEnergies (TTE) said it is looking to spin off its Canadian oil sands operations and list the new company on the Toronto Stock Exchange, as the assets do not fit with the French oil major's low-emissions strategy.

The proposal will be submitted to a vote at the supermajor’s annual general meeting in May 2023.

Ecoark Holdings, (ZEST) announced the execution of a definitive agreement to divest its wholly-owned subsidiary, Banner Midstream Corp, via a reverse merger into the company, Enviro Technologies US, (EVTN). Enviro will issue 12,996,958 shares to Ecoark in exchange for 100% of the issued and outstanding common stock of Banner to result in a 70% retained ownership for Ecoark at closing. 

Update(s):

March 10, 2023: 

Ecoark Holdings, Inc. (ZEST)  announced its plan to rename the company to “BitNile Metaverse Inc.”, and change its stock ticker symbol to “BNMV”. 
The name and ticker symbol change are subject to regulatory approval and are expected to be completed within the next 10 trading days. The plan to change the company’s name and stock ticker are a planned next step after the Company’s recent acquisition of BitNile.com from Ault Alliance(AULT). 

March 21, 2023: Ecoark Holdings Changes its name to BitNile Metaverse (BNMV). The company’s ticker symbol will change from “ZEST” to “BNMV”. 

LiveOne (LVO), an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events, announced its intention to spin-out its wholly owned subsidiary, PodcastOne, as a separate public company to be listed on a national exchange.

Citius Pharmaceuticals, Inc. (CTXR), a late-stage biopharmaceutical company developing and commercializing first-in-class critical care products,  announced that it intends to split the Company's assets into two separate publicly-traded entities. 

Citius Pharmaceuticals, Inc. announces intention to Spinoff Late-Stage Oncology Asset, I/ONTAK, into a New Standalone Publicly Traded Company

Citius intends the spinoff to be accomplished through an initial public offering (IPO) and pro rata distribution of stock in the NewCo to Citius shareholders. 

The transactions are expected to be completed in the second half of calendar year 2022

Publicly traded Brookfield Asset Management Inc. (BAM) and distribute a 25% interest worth an estimated $20 billion to shareholders later this year, Bruce Flatt, chief executive, said in a letter

Update(s):

September 23, 2022: Brookfield (BAM) announced that its Board of Directors has unanimously approved the transaction for the public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. 

 Enveric Biosciences (ENVB), a neuroscience-focused biotechnology company developing next-generation, psychedelic-inspired mental health medicines, announced plans to transfer and spin-off its cannabinoid clinical development pipeline assets to a wholly-owned subsidiary, Acanna Therapeutics Inc., by way of dividend to Enveric shareholders.  

Radware (RDWR), a leading provider of cyber security and application delivery solutions, announced the spinoff of its Cloud Native Protector business to form a new company called SkyHawk Security. 

Investor Presentation

Conduent Incorporated (CNDT), a business process services and solutions company, announced it is pursuing a separation of its Transportation business through either a sale or a spin-off.

Update(s):

July 19, 2022: Conduent Incorporated (CNDT), a business process services and solutions company, plans to report its second-quarter 2022 financial results on Tuesday, Aug. 2, after market close.

Chairman and Chief Executive Officer of Spectrum Brands (SPB) David Maura mentioned they are currently considering possible scenarios for the combined business, which include, but are not limited to, a partial or complete spin-off to our shareholders, an initial public offering or a merger with an existing publicly traded entity. 

Charter Communications (CHTR) announced an all-stock acquisition of Liberty Broadband (LBRDA). 

Before the acquisition closes, Liberty Broadband will spin off its subsidiary GCI, Alaska's largest communications provider, to Liberty Broadband stockholders. (Announcement)

This GCI spin-off is expected to be taxable, with Charter covering any tax liability above $420 million. 

The deal is anticipated to close by June 30, 2027, pending the GCI spin-off and other customary conditions. 

Liberty Broadband Investor Relations

Resources:

November 13, 2024: Announcement

Liberty Media Corporation (FWONA, FWONK, LLYVA, LLYVK)  announced that it is pursuing a plan to split off the Liberty Live Group. 

Immediately prior to effecting the Split-Off, Liberty Media’s subsidiary Quint would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets. (Announcement)

Quint Reattribution: Before the split, Liberty Media's subsidiary Quint will be moved from the Formula One Group to Liberty Live Group in exchange for private assets, with any cash consideration set later based on valuation.

CEO Statement: Greg Maffei, Liberty Media’s CEO, noted the split-off will simplify Liberty’s structure, potentially reduce Liberty Live’s discount to NAV, and improve trading liquidity.

Ownership Post Split-Off:

Liberty Live, Inc. will hold ~69.6 million shares of Live Nation, Quint, other private assets, and certain debt.

Liberty Media will retain Formula 1, MotoGP (upon acquisition), other Formula One Group assets, and related debts.

Trading & Approvals: Liberty Media will remain on Nasdaq; Liberty Live is expected to trade on Nasdaq or OTC. The split-off, expected to complete in the second half of 2025, requires shareholder and regulatory approvals and aims to be tax-free.

Liberty Media Investor Relations

Resources

November 13, 2024: Announcement

IAC (IAC), said it was exploring a spin-off of its majority stake in home services unit Angi (ANGI).  IAC owns an 85% stake in Angi, which has a market value of about $1.25 billion. Angi operates a digital platform that connects home service professionals with consumers for tasks ranging from repair work to remodeling of homes.

IAC Investor Relations

Resources

November 12, 2024: Announcement

Comcast (CMCSA) is considering a spin-off of its cable network portfolio, which includes CNBC, MSNBC, Bravo, Oxygen True Crime, USA Network, E!, Syfy, Universal Kids, and Universo, as reported by Reuters. The move reflects broader industry challenges as traditional television faces declining viewership from consumers increasingly shifting to streaming options. (Announcement)

The proposed spin-off would exclude NBC's main broadcast network and Comcast's streaming service, Peacock. However, Comcast is actively seeking a partner for Peacock, aiming to accelerate its growth in a highly competitive streaming market, Comcast President Mike Cavanagh noted during earnings call.

Update(s):

November 1, 2024:

Bloomberg reported Comcast Corp. (CMCSA) is working with investment bank Morgan Stanley to evaluate options for its cable networks after announcing it’s considering divesting the business.

November 19, 2024: WSJ reports, Comcast (CMCSA) is expected to announce Wednesday that it is moving forward with a plan to spin off its NBCUniversal cable TV networks.

November 20, 2024: Comcast announced its intent to create a new publicly traded company comprised of NBCUniversal’s cable television networks, including USA Network, CNBC, MSNBC, Oxygen, E!, SYFY and Golf Channel along with complementary digital assets including Fandango and Rotten Tomatoes, GolfNow and Sports Engine, through a tax-free spin-off. Comcast is targeting to complete the spin-off in approximately one year. (Press Release)

Resources

October 31, 2024: Announcement

October 31, 2024: Comcast Earnings Call Transcript: Q3 2024 - Discussion on Potential Cable Network Spinoff Strategy

OLB Group a diversified FinTech e-commerce and business management solutions provider, announced it has filed a Form S-1 with the SEC relating to the proposed spinoff of its wholly owned subsidiary, DMint, a Bitcoin mining facility, to OLB shareholders. The shareholder record date for the spinoff has yet to be determined and will be announced at a future date. (Press Release)

OLB Group Investor Relations

Resources

October 21, 2024: Announcement

Form S-1 filing

Nixxy (NIXX) is advancing with its restructuring plan to consolidate select assets and liabilities into Atlantic Energy Solutions (OTC: AESO), which will be rebranded as CognoGroup. (Press Release)

CognoGroup’s portfolio will feature various ventures, including CandidatePitch, an automated talent marketing tool; Mediabistro, a job board for the media industry; AI Exchange, a thriving AI community with over one million members; and PrimeGPU, an early-stage AI venture currently in stealth mode.

• Record Date: Tentatively set for October 28, 2024, for shareholders eligible to receive CognoGroup shares (final date pending).
• Distribution Date: Expected around January 15, 2025.

Nixxy Investor Relations

Update(s):

November 1, 2024: Nixxy announced that November 15, 2024 would be the record date for its previously-announced spin-off of its shares of Atlantic Energy Solutions (OTC:AESO), which will be renamed CognoGroup following the spin-off. Only shareholders of record as of November 15, 2024, will be eligible to receive the distribution of CognoGroup shares as part of the upcoming spin-off.

The payable date for the spin-off is expected to be in January 2025.

Resources

October 18, 2024: Announcement

Scilex Holding Company is considering a spinoff or public listing of Scilex Pharmaceuticals in or outside of the U.S., including Hong Kong.  (Press Release)

Scilex Holding Company Investor Relations

Resources

October 16, 2024: Announcement

Honeywell announced a plan to spin off its Advanced Materials business into an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026.

Honeywell Investor Relations

Resources

October 8, 2024: Announcement

October 10, 2024: Honeywell Portfolio Update Presentation

According to Reuters, CVS Health is exploring options that could include a break-up of the company to separate its retail and insurance units, as the struggling healthcare services company looks to turn around its fortunes amid pressure from investors.

Resources

September 30, 2024: Announcement (Reuters)

Announcement

Fortive Corporation announced its intention to pursue a tax-free spin-off of its Precision Technologies segment.

The planned spin-off will create two independent publicly traded companies, each with focused business models and tailored investment and capital allocation strategies.

James A. Lico, Fortive’s President and Chief Executive Officer, stated, Once the spin-off is complete, Fortive will be more focused on recurring revenue and software businesses, and better positioned to accelerate growth and consistently grow earnings and free cash flow.

Fortive is currently targeting completion of the spin-off in the fourth quarter of 2025, subject to the satisfaction of certain conditions

Fortive Investor Relations

Resources

September 4, 2024: Announcement 

According to Bloomberg Intel Corp. is discussing various scenarios, including a split of its product-design and manufacturing businesses, as well as which factory projects might potentially be scrapped, said the people.

Update(s):

September 16, 2024: In a memo to employees dated September 16, Intel CEO Patrick Gelsinger announced that Intel Foundry will be established as an independent subsidiary, equipped with its own board of directors and the capacity to secure external funding.

Announcement

Topgolf Callaway Brands Corp. (MODG) reported its second-quarter 2024 results, with CEO Mr. Brewer reaffirming confidence in Topgolf's growth potential despite recent stock and same-venue sales disappointments. The company is conducting a strategic review, exploring options to improve profitability, including a potential spinoff of Topgolf.

Topgolf Callaway Brands Corp. Investor Relations

Update(s):

September 4, 2024: Topgolf Callaway Brands Corp. announced plans to separate into two independent companies: Callaway, focused on golf equipment and active lifestyle products, with $2.5 billion in revenue (including Toptracer), and Topgolf, a high-growth, venue-based golf entertainment business, with $1.8 billion in revenue (excluding Toptracer). The separation is expected to occur through a tax-free spin-off of Topgolf to shareholders, though the Company is exploring other options to maximize shareholder value

Resources

August 7, 2024: Announcement

Announcement

 On August 5, 2024, the Continental Executive Board, in response to the dynamic automotive market, decided to further evaluate a potential spinoff of its Automotive group.

A decision is expected in the fourth quarter of 2024. If approved by the Executive and Supervisory Boards, the spinoff will be put to a shareholder vote on April 25, 2025, with plans to complete it by the end of 2025.

Preparations are already underway, with the profitable Tires and ContiTech sectors remaining under Continental's umbrella, a structure included in the ongoing evaluation.

September 16, 2024: BMW AG took over two years to uncover the full scope of a braking system defect, which could cost the automaker nearly €1 billion ($1.1 billion) to resolve. Customer complaints about the faulty brakes began in June 2022, but only last month did BMW determine that up to 1.5 million cars could be affected by the defective part, supplied by Continental AG.

October 7, 2024: Bloomberg reported, Continental AG is pushing forward with plans to spin off its struggling car parts division, despite recent recalls over faulty braking systems. The company has enlisted Goldman Sachs and JPMorgan Chase to assist with the spinoff, though details are still being finalized

Continental AG Investor Relations

Resources:

August 5, 2024: Announcement

Announcement

According to Financial Times, Warner Bros Discovery is considering splitting its digital streaming and studio operations from its traditional television networks to boost its declining share price. CEO David Zaslav is exploring options, including selling assets or forming a new company for Warner Bros movie studio and Max streaming service to alleviate the group’s $39bn debt.

Despite a one-third drop in market capitalization to $20bn over the past year, WBD has not yet hired an investment bank.

Warner Bros. Discovery Investor Relations

Resources

July 18, 2024: Announcement

The Board of Directors announced that it has submitted a proposed spin-off application to the Stock Exchange on July 12, 2024, for the potential separate listing of Smithfield Foods, Inc.'s U.S. and Mexico operations on the NYSE or Nasdaq. Smithfield Foods, currently a wholly-owned subsidiary, is expected to remain a subsidiary post-spin-off, with its financial results consolidated into the Company’s.

The company announced the details of the spin-off are not yet finalized, and it may or may not proceed.

WH Group Ltd. Investor Relations

Resources:

July 14, 2024: Announcement

Announcement

Spectrum Brands Holdings (SPB) announced that it has filed a confidential Form 10 registration statement with the U.S. Securities and Exchange Commission (“SEC”) for the spin-off of its home and personal care (“HPC”) business.

Spectrum Brands Holdings Investor Relations

Resources:

July 2, 2024: Announcement, Form 10

August 8, 2024: Presentation

On June 5, 2024, Dollar Tree announced that the Company has initiated a formal review of strategic alternatives of the Company’s Family Dollar business segment, which could include among others, a potential sale, spin off or other disposition of the business. (Announcement)

Update(s):

November 4, 2024: Dollar Tree is reiterating its commitment to completing its formal review of strategic alternatives for the Family Dollar business segment, which could include among others, a potential sale, spin-off, or other disposition of the business. 

Dollar Tree Investor Relations

Resources

November 4, 2024: Announcement

Announcement

DuPont (DD) announced plans to separate into three distinct, publicly traded companies. The Electronics and Water businesses will be spun off tax-free to shareholders, with New DuPont remaining as a diversified industrial company.

DuPont expects to complete the separations within 18 to 24 months. The separation transactions will not require a shareholder vote.

DuPont Investor Relations

Update(s):

July 31, 2024: DuPont (DD) announced its financial results for the second quarter ended June 30, 2024

• Net Sales of $3.2 billion increased 2%; organic sales flat versus year-ago period
• GAAP Income from continuing operations of $176 million; operating EBITDA of $798 million
• GAAP EPS from continuing operations of $0.40; adjusted EPS of $0.97
• Cash provided by operating activities from continuing operations of $527 million; adjusted free cash flow of $425 million
• Raises full year 2024 guidance for net sales, operating EBITDA and adjusted EPS

Resources

May 22, 2024: Announcement

May 23, 2024: Investor Update Call - Investor Presentation ,  Transcript, Press Release

June 14, 2024: DuPont Overview Presentation

July 31, 2024: DuPont 2Q 2024 Earnings - Presentation, Transcript, Earnings Release

Masimo (MASI), a leader in noninvasive monitoring technologies and audio products, announced that its Board of Directors has authorized management to evaluate a proposed separation of its consumer business. 

Masimo expects that the separation will include its consumer audio and consumer health products, including the Stork baby monitor and the Freedom smart watch and band. Masimo will retain its professional healthcare and telehealth products.

Masimo Investor Relations

Update(s):

March 25, 2024: WSJ reported Medical-device maker Masimo (MASI) may opt for a joint venture as it looks to split off its consumer business and has reportedly been approached by a potential partner for its consumer division.

September 24, 2024: 

 Medical technology manufacturer Masimo's founder Joe Kiani steps down as CEO after shareholders voted to remove him from the board following a proxy battle with Politan Capital Management.

?? Healthcare executive Michelle Brennan has been named interim CEO.

?? Brennan was nominated for Masimo's board by Politan in 2023, along with Politan founder Quentin Koffey.

?? Masimo has hired Centerview Partners, Morgan Stanley, and Sullivan & Cromwell to explore alternatives for its consumer business, including Sound United and health tracking devices. ?? Offers for the consumer business have reached up to $950M.

?? Two more Politan-backed candidates, Darlene Solomon and Bill Jellison, were appointed to Masimo’s board.

?? Kiani had previously vowed to step down and sell his $500M stake if replaced by Politan nominees. ?? Politan, holding a 9% stake in Masimo, had indicated it would not oppose Kiani’s re-election to the board.

?? Kiani is suing Masimo for $400M in payouts, claiming his departure entitles him to stock vesting and a cash payment.

Unilever (UL) announced steps to accelerate its Growth Action Plan (GAP) through the separation of Ice Cream and the launch of a major productivity programme.

Following separation, Unilever will become a simpler, more focused company, operating four Business Groups across Beauty & Wellbeing, Personal Care, Home Care and Nutrition.  Full separation expected by the end of 2025.

Unilever Investor Relations

Update(s):

October 24, 2024: Unilever announces that the separation of the ice cream business is on track to be completed by the end of 2025.

November 22, 2024: Unilever will slim down but not spin off its food division, its chief executive has said, as the London-listed consumer goods group presses ahead with the listing of its ice-cream unit.

Lennar (LEN) one of the biggest US homebuilders, says it is considering a $4 billion spinoff of land it holds.

The proposal would be a way to have a consistent source of funding as the company moves to a “land light” construction model, Executive Chairman Stuart Miller said on a call with analysts. It also would help Lennar shift from relying on private equity to fund lot production.

The transaction would represent more than 85% of Lennar’s current land pipeline, which totals about $4.7 billion, according to the builder’s quarterly earnings statement. By having a separate company own the land, Lennar could purchase lots as they’re needed.

“Such a transaction would distribute capital to shareholders, it would reduce inventory on Lennar’s books, and it would provide permanent, dependable capital for future land options,” Miller said.

Lennar Corp Investor Relations

VivoPower International PLC (VVPR) announced that its board of directors has approved an execution plan to spin off the majority of its Caret business unit’s portfolio, representing up to ten solar projects totalling 586MW-DC at varying stages of development.

It is intended that VivoPower shareholders receive a special dividend in the form of stock in the spin off entity.
The Company will seek the approval from VivoPower shareholders to receive the special dividend stock as a result of the spin off in its next general meeting of shareholders, which is anticipated to be in December 2023 at the latest.

VivoPower International PLC Investor Relations

Society Pass Inc. (SOPA) Southeast Asia’s next generation, data-driven, loyalty, fintech and e-commerce ecosystem, announces that it  will pursue a spinout and initial public offering on Nasdaq in 2024 for its digital advertising ecosystem, Thoughtful Media Group Inc, and for its online travel platform, NusaTrip Inc.

Society Pass Investor Realtions

Thoughtful Media Group 

Society Pass Inc. (SOPA) Southeast Asia’s next generation, data-driven, loyalty, fintech and e-commerce ecosystem, announces that it  will pursue a spinout and initial public offering on Nasdaq in 2024 for its digital advertising ecosystem, Thoughtful Media Group Inc, and for its online travel platform, NusaTrip Inc.

Society Pass Investor Relations

NusaTrip Inc.

On October 4, 2023 Blackberry (BB) announced that it will separate its Internet of Things (IoT) business by the first half of next fiscal year. 

Update(s):

December 11, 2023: BlackBerry Limited (BB) announced that it will separate the IoT and Cybersecurity businesses, and that they will operate as fully standalone divisions. BlackBerry will no longer pursue a subsidiary IPO of the IoT business.

Cosmos Health (COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary nutraceutical brands, manufacturer and distributor of healthcare products, and operator of a telehealth platform, announced its intention to spin off its research and development (R&D) division into a publicly listed standalone biotech company.

Cosmos Health Inc. Investor Relations

According to Bloomberg, Uber Technologies (UBER) is weighing up options to spin off its freight logistics business either in a sale or as a separate publicly traded company at a time when the company is doubling up efforts to grow its ride-hailing and food-delivery businesses.

May 02, 2023: First Quarter 2023 Results

August 01, 2023: Second Quarter 2023 Results

Uber Technologies, Inc. Investor Relations

According to Reuters, Banking and payments conglomerate Fidelity National Information Services (FIS) plans to pursue a tax-free spin-off of its merchant business, which processes payments for companies.

The spin-off will take several months to be completed, and FIS will also entertain any acquisition offers for the unit during this period.

Much of FIS's merchant business consists of Worldpay, which it bought for $43 billion in 2019. FIS expects the spin-off to be completed within the next 12 months.

Upon completion of the proposed spin-off, the Merchant Solutions business will operate as Worldpay, reestablishing and strengthening a brand that remains highly trusted among clients and partners.

Update(s):

February 13, 2023:  FIS announces plans to spin off merchant business

Press Release

April 27, 2023: Fidelity National Information Services (FIS) announced along with first quater 2023 earnnings report that it continues to make progress on the tax-free spin-off of its Merchant Solutions business. As previously communicated, the spin-off, which is subject to customary conditions, is expected to be completed by early 2024.

Q1 Earnings Presentation

July 3, 2023: Private equity firm GTCR is in advanced talks to buy a majority stake in the merchant acquiring business of Fidelity National Information Services

July 6, 2023: FIS announces agreement for GTCR to acquire majority stake in Worldpay

FIS has signed a definitive agreement to sell a majority stake in its Worldpay Merchant Solutions business to private equity funds managed by GTCR in a transaction valuing Worldpay at $18.5 billion, including $1 billion of consideration contingent on the returns realized by GTCR exceeding certain thresholds. 

FIS Presentation

• FIS to retain 45% ownership in Worldpay
• GTCR committed to invest up to $1.25 billion in additional growth capital to accelerate Worldpaygrowth strategy
• FIS will receive upfront, net proceeds of approximately $11.7 billion at close. On a pro-forma basis for the transaction, FIS expects leverage to be approximately 2.5-times, based on 2023 Adjusted EBITDA upon close.
• In addition, the upfront cash proceeds will create immediate capital allocation flexibility. FIS will use proceeds from the sale to pay down debt and return additional capital to shareholders through its existing share repurchase authorization, as well as for general corporate purposes, while maintaining a strong investment grade credit rating
• The transaction is expected to close by Q1 2024

Augsut 2, 2023: Second Quarter 2023

Q2 Earnings Presentation

Q2 Earnings Release

FIS Q2 2023 Updated Investor Q&A regarding spinoff

Fidelity National Information Services Investor Relations

About Worldpay 

Western Digital (WDC) would spin off its flash business and merge it with Kioxia, creating a publicly traded company in the US, the people said

Previously on May 2022, Elliott Investment Management L.P. which manages funds that have an approximately $1 billion investment in Western Digital Corporation (WDC) sent a letter to the Board of Directors of Western Digital calling the Board to conduct a full strategic review of the value that could be created by separating its two vastly different businesses, hard disk drives and NAND flash memory.

By executing on a separation, Elliott believes Western Digital's stock price could reach $100+ per share by the end of 2023, representing uniquely attractive upside of approximately 100%.

Update(s):

May 15, 2023: Reuters reported, Kioxia Holdings Corp and Western Digital Corp are speeding up merger talks and nailing down a deal structure.

Japan's Kioxia and U.S. chipmaker Western Digital have been hit hard by plunging market demand and oversupply. Combining their flash memory businesses could boost competitiveness against rivals like South Korea's Samsung Electronics.

The planned merger is also likely to draw anti-trust scrutiny in several countries, including the United States and China.

The proposed merger is expected to consist of a new entity which is 43% owned by Kioxia and 37% owned by Western Digital.

July 14, 2023: Western Digital Corp. and Kioxia Holdings Corp. are working towards finalizing a merger agreement by August. The proposed deal involves a tax-free spinoff of Western Digital's flash business, which would combine with Kioxia. After the merger, Western Digital shareholders would hold slightly over 50% ownership in the merged company.

October 13, 2023: Japanese chipmaker Kioxia Holdings and its U.S. peer Western Digital are expected to agree on a merger as early as this month

October 26, 2023: According to Reuters, Merger talks between Western Digital (WDC) and Japan's Kioxia Holdings have stalled, two sources said, as opposition from Kioxia investor SK Hynix has complicated the on-again, off-again deal to create a memory chip giant.

South Korea's SK Hynix (000660.KS), itself a major memory chip maker and rival to both companies said it did not back the deal, citing the potential impact on the value of its investment in Kioxia.

October 30, 2023: Western Digital Corp. announced its Board of Directors has unanimously approved a plan to separate its HDD and Flash businesses.

The separation is intended to be structured in a tax-free manner and is targeted for the second half of calendar year 2024.

February 6, 2024: Kioxia Corporation and Western Digital Corporation announced that their joint venture manufacturing facilities at Yokkaichi and Kitakami plants have been approved to receive an up to 150 billion yen subsidy, including facilities that will produce its latest generation of 3D flash memory based on the innovative wafer bonding technology and future generation advanced nodes.

March 05, 2024: Western Digital Corp. announced it is on track for the second half of calendar year 2024, significant progress towards the completion of the separation is underway with key transactional projects including global legal entity establishment, customer and supplier contract transfers, final stage preparation for government filings, and initial executive leadership appointments for both HDD and Flash companies post-separation.  

Currently, Western Digital’s separation teams are establishing legal entities in the 18 countries where operations are located, preparing independent company financial models, finishing final preparations for SEC and IRS filings, conducting a contract assignment process for global customers and suppliers, and designing company-wide organizational structures for both companies.  

Establishing the executive leadership team for the Flash spinoff company also is progressing with Goeckeler appointed CEO Designate.  

Irving Tan, currently Executive Vice President, Global Operations at Western Digital, will step into the CEO role for the remaining standalone HDD company to continue operating as Western Digital.

June 26, 2024: Japanese chipmaker Kioxia, majority-owned by Bain Capital, is preparing to list its shares on the Tokyo Stock Exchange, with an IPO expected by late October, according to Reuters. Earlier attempts to merge with Western Digital were stalled due to opposition from strategic investor SK Hynix and disagreements with Bain. This would be Kioxia’s second attempt to go public after its first effort in 2020 was postponed due to the pandemic and U.S.-China trade tensions.

September 24, 2024: Reuters reported Bain-backed memory chipmaker Kioxia has scrapped its plan for an initial public offering (IPO) in October on the Tokyo Stock Exchange.

Resources

Earnings May 8, 2023: Western Digital Third Quarter Fiscal 2023 - Presentation

Earnings July 31, 2023: Fiscal Fourth Quarter and year 2023 Financial Results Presentation

Investor Presentation

Western Digital Investor Relations

Baxter International Inc. (BAX), a leading global medtech company, announced a plan to spin off the company’s Renal Care and Acute Therapies global business units (GBUs) into an independent, publicly traded company.

Baxter expects to complete the proposed spinoff in 12 to 18 months

Baxter International Investor Relations

Update:

May 5, 2023: Baxter International Inc. (BAX), a global medtech leader, announced it has selected Chris Toth to be chief executive officer (CEO) of the company’s planned spinoff of its Renal Care and Acute Therapies businesses. 

July 25, 2023:

Baxter International Inc. (BAX), announced that Vantive will be the name of the company’s proposed spinoff of its Renal Care and Acute Therapies businesses. 
Vantive is expected to launch as an independent, publicly traded company by July 2024 or earlier.

March 4, 2024: Baxter International Inc. (BAX) provided an update on the planned separation of its Kidney Care business on March 4, 2024, stating that discussions with private equity investors are underway to explore a potential sale of the asset instead of the initially proposed spinoff. Baxter remains committed to maximizing shareholder value and aims to complete the separation of the Kidney Care business in the second half of 2024, although no final decision on the separation structure has been made yet.

Jupiter Wellness (JUPW), announced that SRM Entertainment (SRM) has filed a registration statement with the Securities and Exchange Commission to separate the company from Jupiter Wellness. Upon completion of the spin-off, SRM and Jupiter Wellness will be two independent and separate public companies and Jupiter Wellness is expected to remain the majority shareholder of SRM.

June 28, 2023: Jupiter Wellness, Inc. (JUPW)announced that the record date for the spin-off and distribution of shares of common stock, par value $0.0001 per share, of SRM Entertainment currently a majority-owned subsidiary of the Company, has been set for July 7, 2023.

Update(s):

July 11, 2023: Jupiter Wellness, Inc. (JUPW) announced that the payment date for the distribution of shares of common stock, par value $0.0001 per share of SRM Entertainment,to effect the spin-off of the SRM business has been delayed.  

The previously announced distribution to be paid on or about July 12, 2023, and the previously announced trading date of SRM Common Stock on the Nasdaq Capital Market of on or about July 13, 2023, has been delayed until SRM’s Registration Statement on Form S-1 as amended, relating to shares of SRM Common Stock has been declared effective by the U.S. Securities and Exchange Commission  and the listing of the SRM Common Stock on Nasdaq has been approved by Nasdaq.  

The previously announced record date of July 7, 2023, will remain the same.

Southwest Gas Holdings (SWX) determined it will pursue a spin-off of its wholly owned subsidiary, Centuri Group, to form a new independent publicly traded utility infrastructure services company.

Southwest Gas Holdings Investor Relations

Update(s):

May 9, 2023: Southwest Gas submitted its IRS PLR request during the first quarter of 2023 and a notice of intent was filed with the ACC in April. An SEC Form 10 submission is expected late in the second quarter or early in the third quarter of 2023. 

June 21, 2023: Southwest Gas (SWX) announced that it has received approval from the Arizona Corporation Commission to divest its financial interest in and separate from Centuri. The company anticipates completion of the spin-off of Centuri during the fourth quarter of 2023 or first quarter of 2024.

September 22, 2023: Southwest Gas Holdings (SWX) announces that Centuri, its utility infrastructure services business has confidentially submitted draft registration statement for Centuri's proposed initial public offering of newly issued Centuri common stock.

April 8, 2024: Southwest Gas (SWX) said it launched a roadshow for the IPO of its Centuri Holdings infrastructure services unit, seeking a valuation of as much as $1.8B.

American Resources Corporation (AREC) announces plan to spin-off ReElement Technologies subsidiary into a standalone public company

Update(s):

August 19, 2024: During the Q2 2024 report on August 19, 2024, American Resources Corporation CEO Mark Jensen expressed confidence in completing the spin-offs of ReElement Technologies and a significant portion of American Infrastructure by the end of the year.

Medtronic plc (MDT), a global leader in healthcare technology, announced its intention to pursue a separation of the company's combined Patient Monitoring and Respiratory Interventions businesses ("NewCo"), which are part of the company's Medical Surgical Portfolio.

The chief executive of Vale SA (VALE) said, the Brazilian iron ore miner is reconsidering a near-term spin-off of its base metals business and an eventual public listing.

Update(s):

February 8, 2023: According to Bloomberg, General Motors Co. (GM) is competing for a stake in Brazilian mining giant Vale SA’s base metals unit.

July 27, 2023: Brazilian miner Vale (VALE) said it reached two separate agreements to sell a 13% stake in its base metals business for $3.4 billion, aiming to boost its copper and nickel output.

Albertsons Cos. (ACI) is prepared to establish an Albertsons Cos. subsidiary (SpinCo). SpinCo would be spun-off to Albertsons Cos. shareholders immediately prior to merger closing and operate as a standalone public company. Kroger and Albertsons Cos. have agreed to work together to determine which stores would comprise SpinCo, as well as the pro forma capitalization of SpinCo.

TotalEnergies (TTE) said it is looking to spin off its Canadian oil sands operations and list the new company on the Toronto Stock Exchange, as the assets do not fit with the French oil major's low-emissions strategy.

The proposal will be submitted to a vote at the supermajor’s annual general meeting in May 2023.

Ecoark Holdings, (ZEST) announced the execution of a definitive agreement to divest its wholly-owned subsidiary, Banner Midstream Corp, via a reverse merger into the company, Enviro Technologies US, (EVTN). Enviro will issue 12,996,958 shares to Ecoark in exchange for 100% of the issued and outstanding common stock of Banner to result in a 70% retained ownership for Ecoark at closing. 

Update(s):

March 10, 2023: 

Ecoark Holdings, Inc. (ZEST)  announced its plan to rename the company to “BitNile Metaverse Inc.”, and change its stock ticker symbol to “BNMV”. 
The name and ticker symbol change are subject to regulatory approval and are expected to be completed within the next 10 trading days. The plan to change the company’s name and stock ticker are a planned next step after the Company’s recent acquisition of BitNile.com from Ault Alliance(AULT). 

March 21, 2023: Ecoark Holdings Changes its name to BitNile Metaverse (BNMV). The company’s ticker symbol will change from “ZEST” to “BNMV”. 

LiveOne (LVO), an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events, announced its intention to spin-out its wholly owned subsidiary, PodcastOne, as a separate public company to be listed on a national exchange.

Citius Pharmaceuticals, Inc. (CTXR), a late-stage biopharmaceutical company developing and commercializing first-in-class critical care products,  announced that it intends to split the Company's assets into two separate publicly-traded entities. 

Citius Pharmaceuticals, Inc. announces intention to Spinoff Late-Stage Oncology Asset, I/ONTAK, into a New Standalone Publicly Traded Company

Citius intends the spinoff to be accomplished through an initial public offering (IPO) and pro rata distribution of stock in the NewCo to Citius shareholders. 

The transactions are expected to be completed in the second half of calendar year 2022

Publicly traded Brookfield Asset Management Inc. (BAM) and distribute a 25% interest worth an estimated $20 billion to shareholders later this year, Bruce Flatt, chief executive, said in a letter

Update(s):

September 23, 2022: Brookfield (BAM) announced that its Board of Directors has unanimously approved the transaction for the public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. 

 Enveric Biosciences (ENVB), a neuroscience-focused biotechnology company developing next-generation, psychedelic-inspired mental health medicines, announced plans to transfer and spin-off its cannabinoid clinical development pipeline assets to a wholly-owned subsidiary, Acanna Therapeutics Inc., by way of dividend to Enveric shareholders.  

Radware (RDWR), a leading provider of cyber security and application delivery solutions, announced the spinoff of its Cloud Native Protector business to form a new company called SkyHawk Security. 

Investor Presentation

Conduent Incorporated (CNDT), a business process services and solutions company, announced it is pursuing a separation of its Transportation business through either a sale or a spin-off.

Update(s):

July 19, 2022: Conduent Incorporated (CNDT), a business process services and solutions company, plans to report its second-quarter 2022 financial results on Tuesday, Aug. 2, after market close.

Chairman and Chief Executive Officer of Spectrum Brands (SPB) David Maura mentioned they are currently considering possible scenarios for the combined business, which include, but are not limited to, a partial or complete spin-off to our shareholders, an initial public offering or a merger with an existing publicly traded entity.