Note: Premium members can sort this table by Spinoff Name, Spinoff Symbol, Announced Date, Spinoff Date, First Day Closing, Spinoff Last Price, Spinoff Performance, Spinoff Current Volume, Parent Name, Parent Symbol, Parent First Day Closing, Parent Last Price, Parent Performace, Parent Current Volume and Type.
Premium member can access all Completed Spinoffs.
Spinoff Name | Spinoff Symbol | Announced Date | Spinoff Date | First Day Closing | Spinoff Last Price | Spinoff Performance | Spinoff Current Volume | Parent Name | Parent Symbol | Parent First Day Closing | Parent Last Price | Parent Performace | Parent Current Volume | Type | ||
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detail | Robin Energy | RBNE | 02/28/2025 | 04/14/2025 | 5.80 | 2.72 | -53.10% | 8,852 | Toro Corp. | TORO | 1.91 | 1.88 | -1.57% | 32,501 | Spinoff | |
Toro Corp., spinoff details: Toro Corp. (TORO), an international energy transportation services company, has announced its Board's decision to spin off its Handysize tanker business, including one Handysize tanker and Xavier Shipping Co. (formerly owning the M/T Wonder Formosa). As part of the spin-off, Toro shareholders will receive one common share of Robin Energy Ltd., a newly formed subsidiary, for every eight Toro shares. Robin has applied for listing on the Nasdaq Capital Market. Toro’s Chairman and CEO, Petros Panagiotidis, will assume the same roles at Robin upon completion of the transaction. Update(s): March 24, 2025: Toro Corp. has set April 7, 2025, as the record date for its Robin Energy spin-off, with share distribution expected around April 14, 2025. Shareholders will receive one Robin share for every eight Toro shares held. April 15, 2025: The spin-off of Handysize tanker segment to a new Nasdaq-listed company, Robin Energy was completed on April 14, 2025. In the Robin Spin-Off distribution, Toro shareholders received one common share of Robin for every eight Toro common shares held at the close of business on April 7, 2025. Toro Corp. Investor Relations | ||||||||||||||||
detail | Angi | ANGI | 11/12/2024 | 04/01/2025 | 14.70 | 11.46 | -22.04% | 1,039,195 | IAC Inc. | IAC | 39.26 | 34.94 | -11.00% | 967,988 | Spinoff | |
IAC Inc., spinoff details: 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. Update(s): January 13, 2025: IAC announced plans to spin off its full stake in Angi to shareholders, making Angi an independent entity.
IAC announced plans to spin off its full stake in Angi to shareholders, making Angi an independent entity. The spin-off, expected to close in the first half of 2025 (no earlier than March 31), will simplify Angi’s structure by eliminating its dual-class shares. As part of the transition, IAC CEO Joey Levin will step down to become an advisor and will be appointed Executive Chairman of Angi, working alongside Angi CEO Jeff Kip. Post-spin-off, IAC will not appoint a new CEO, with CFO/COO Christopher Halpin and Chief Legal Officer Kendall Handler reporting directly to Chairman Barry Diller. The spin-off is expected to be tax-free and will allow IAC to focus on its broader portfolio and growth opportunitIAC announced plans to spin off its full stake in Angi to shareholders, making Angi an independent entity. The spin-off, expected to close in the first half of 2025 (no earlier than March 31), will simplify Angi’s structure by eliminating its dual-class shares. March 10, 2025: On March 7, 2025, the Board of Directors of IAC Inc. approved the planned spin-off of Angi Inc. and declared a special dividend to distribute all Angi shares held by IAC to its stockholders.
April 1, 2025: IAC has completed the spin-off of Angi (ANGI), making it an independent, publicly traded company. IAC shareholders now directly own its former stake in Angi. As part of the transition, Joey Levin steps down as IAC CEO to become Executive Chairman of Angi, working alongside CEO Jeff Kip. Levin will remain an advisor to IAC. The transaction eliminates Angi's dual-class voting structure, positioning it for enhanced growth through M&A, capital formation, and talent acquisition. IAC will now focus on its core businesses, including Dotdash Meredith and its MGM stake. On March 31, 2025, IAC distributed ~0.5251 shares of Angi Class A common stock per share of IAC stock, based on record holdings as of March 25, 2025. Both IAC and Angi reaffirmed full-year 2025 guidance, with Angi targeting revenue growth in 2026.
Resources November 12, 2024: Announcement | ||||||||||||||||
detail | Euroholdings | EHLD | 01/03/2025 | 03/18/2025 | 8 | 5.06 | -36.75% | 32,697 | Euroseas Ltd. | ESEA | 29.84 | 31.13 | 4.32% | 10,159 | Spinoff | |
Euroseas Ltd., spinoff details: Euroseas Ltd. (ESEA) plans to spin off three older vessels—M/V Aegean Express, M/V Diamantis P, and M/V Joanna—into a new company, Euroholdings Ltd. Euroholdings has applied for NASDAQ listing, and Euroseas will distribute 100% of Euroholdings shares to its common shareholders. Spin-Off Details: Euroholdings represents ~5% of Euroseas’ NAV and is not expected to materially impact Euroseas’ strategy. Fleet and Strategy Updates:
Conference Call: Scheduled for January 7, 2025, to discuss spin-off details and opportunities.
Update(s): January 7, 2025: Euroholdings Spinoff Presentation Euroholdings Share Distribution:
March 6, 2025: Euroseas announced plans to spin off its subsidiary, Euroholdings Ltd., with the SEC registration expected to be effective around March 6, 2025. Euroholdings has received conditional approval to list on NASDAQ under the ticker “EHLD,” with trading set to begin on March 18, 2025. Euroseas shareholders as of the March 7, 2025, record date will receive one Euroholdings share for every 2.5 shares of Euroseas owned. Fractional shares will be sold, and proceeds distributed proportionally. Euroseas will continue operating 22 container vessels, while Euroholdings will manage a fleet of two. Key trading dates:
March 18, 2025: EuroHoldings announced that it has completed its spin-off from Euroseas Ltd. The Company’s shares commenced trading on the NASDAQ Capital Market under the symbol “EHLD.” Euroseas Investor Relations | ||||||||||||||||
detail | Resolute Holdings | RHLD | 12/30/2024 | 02/28/2025 | 46.82 | 26.97 | -42.40% | 79,395 | CompoSecure, Inc. | CMPO | 13.34 | 10.99 | -17.62% | 504,439 | Spinoff | |
CompoSecure, Inc., spinoff details: CompoSecure, Inc. (CMPO), a leader in metal payment cards and authentication solutions, plans to spin off a new subsidiary, Resolute Holdings Management, Inc. expected to be completed in Q1 2025. Spin-Off Details:
Share Distribution:
Leadership & Governance: Resolute Holdings will be led by David Cote as Executive Chairman of the Board of Directors and Tom Knott as Chief Executive Officer. In addition to David Cote and Tom Knott, the Board of Directors will include John Cote, Joseph DeAngelo, Roger Fradin, Paul Galant, Brian Hughes, Mark James, Krishna Mikkilineni, and Jane Thompson. Resolute Holdings is expected to trade under the ticker “RHLD” on Nasdaq following completion of the spin-off. Update(s): February 10, 2025: CompoSecure announced that its Board of Directors has approved the previously announced plan to spin-off its newly formed subsidiary, Resolute Holdings Management. The record date for shareholders of CompoSecure to receive shares of Resolute Holdings has been set as February 20, 2025 and the distribution is expected to occur prior to the opening of trading on February 28, 2025. All CompoSecure shareholders as of the record date will receive one share of Resolute Holdings for every twelve shares of CompoSecure. Shares of Resolute Holdings are expected to trade on Nasdaq under the ticker “RHLD” with “when-issued” trading expected to commence on or about February 20, 2025. CompoSecure announced that its Board of Directors has approved the previously announced plan to spin-off its newly formed subsidiary, Resolute Holdings Management. The record date for shareholders of CompoSecure to receive shares of Resolute Holdings has been set as February 20, 2025 and the distribution is expected to occur prior to the opening of trading on February 28, 2025. All CompoSecure shareholders as of the record date will receive one share of Resolute Holdings for every twelve shares of CompoSecure. Shares of Resolute Holdings are expected to trade on Nasdaq under the ticker “RHLD” with “when-issued” trading expected to commence on or about February 20, 2025. February 28, 2025: CompoSecure has completed the spin-off of Resolute Holdings Management (RHLD), effective February 28, 2025.
Advisors: Financial Advisor: Goldman Sachs & Co. LLC Legal Advisor: Paul, Weiss, Rifkind, Wharton & Garrison LLP
CompoSecure Investor Relations | ||||||||||||||||
detail | Sandisk Corporation | SNDK | 01/21/2023 | 02/24/2025 | 48.60 | 32.11 | -33.93% | 2,223,160 | Western Digital | WDC | 49.02 | 43.86 | -10.53% | 15,870,591 | Spinoff | |
Western Digital, spinoff details: 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. 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.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. 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 is also 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. January 30, 2025: David V. Goeckeler will resign as Chief Executive Officer upon the completion of the spin-off, without any severance or agreements with the company. On January 25, 2025, the Board unanimously appointed Irving Tan as his successor, effective upon the spin-off’s completion. Mr. Tan is currently Executive Vice President of Global Operations at the company. Irving Tan announced that the record date is set for February 12, 2025, and the distribution date is set for February 21, 2025. February 24, 2025: Western Digital announced the successful completion of the planned separation of the company’s Flash business. Sandisk Corporation announced that the company has completed its separation from Western Digital and is now an independent public company set to begin trading today on the Nasdaq Stock Market under the ticker symbol “SNDK.”
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 Earnings October 24, 2024: Western Digital First Quarter Fiscal 2025 Earnings Call Presentation Sandisk 2025 Investor Day Presentation
Western Digital Investor Relations Sandisk Investor Relations | ||||||||||||||||
detail | Millrose Properties unit | MRP | 12/18/2024 | 02/07/2025 | 25.80 | 25.04 | -2.95% | 718,797 | Lennar | LEN | 121.85 | 108.61 | -10.87% | 1,270,784 | Spinoff | |
Lennar , spinoff details: Lennar Corporation (LEN, LEN.B) announced plans for a spinoff through its subsidiary, Millrose Properties, Inc., pending Board approval and customary conditions.
Assets contributed by Lennar include:
Update(s): January 10, 2025: Lennar will spin off 80% of Millrose Properties, distributing one Millrose share per two Lennar shares held as of January 21, 2025, with trading starting February 7. Millrose Class A stock offers 1 vote/share, while Class B (10 votes/share) is non-tradable.
Millrose Stock Details:
Election Period and Taxation:
The distribution of Millrose shares will be taxable to Lennar stockholders. February 7, 2025: Lennar Corporation (LEN) and Millrose Properties (MRP), jointly announced that they have successfully completed the previously announced taxable spin-off of Millrose from Lennar through a distribution of approximately 80% of Millrose's stock to Lennar's stockholders. (Press Release)
Stock Distribution: Lennar shareholders as of January 21, 2025 received one share of Millrose Class A stock (or Class B if elected) for every two shares of Lennar stock. Fractional shares were aggregated and sold in the public market. Millrose Public Trading: Millrose is now an independent, publicly traded company on the NYSE under the symbol “MRP.” 120.98M Millrose Class A shares and 11.82M Class B shares have been distributed, totaling 166M outstanding shares. Lennar retains a 20% stake (33.2M shares), which it plans to dispose of later via spin-off, sale, or offering. Business Focus: Millrose specializes in land purchases, horizontal development, and homesite option agreements for Lennar and other developers. Lennar contributed $5.5B in land assets and $1B in cash to Millrose. Millrose’s book equity value is ~$5.8B (as of Dec. 31, 2024). Financial Structure: $1.3B revolving credit facility, expandable to $2B with additional lender commitments. Millrose will operate as a real estate investment trust (REIT) for tax purposes. Strategic Purpose: The spin-off accelerates Lennar’s shift into a pure-play, asset-light home manufacturer. Millrose aims to become an industry-leading land banking platform supporting Lennar and other builders. Management & Oversight: Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC, an affiliate of Kennedy Lewis Investment Management ($25B+ AUM). Stock Distribution:
Millrose Public Trading:
Business Focus:
Financial Structure:
Strategic Purpose:
Management & Oversight: Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC, an affiliate of Kennedy Lewis Investment Management ($25B+ AUM). Lennar Corporation Investor Relations
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Note: Premium members can sort this table Spinoff Name, Announced Date and Parent Symbol.
Premium member can access all Completed Spinoffs.
Spinoff Name | Announced Date | Parent Symbol | ||||||||||||||
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detail | Robin Energy | 02/28/2025 | TORO | |||||||||||||
Toro Corp., spinoff details: Toro Corp. (TORO), an international energy transportation services company, has announced its Board's decision to spin off its Handysize tanker business, including one Handysize tanker and Xavier Shipping Co. (formerly owning the M/T Wonder Formosa). As part of the spin-off, Toro shareholders will receive one common share of Robin Energy Ltd., a newly formed subsidiary, for every eight Toro shares. Robin has applied for listing on the Nasdaq Capital Market. Toro’s Chairman and CEO, Petros Panagiotidis, will assume the same roles at Robin upon completion of the transaction. Update(s): March 24, 2025: Toro Corp. has set April 7, 2025, as the record date for its Robin Energy spin-off, with share distribution expected around April 14, 2025. Shareholders will receive one Robin share for every eight Toro shares held. April 15, 2025: The spin-off of Handysize tanker segment to a new Nasdaq-listed company, Robin Energy was completed on April 14, 2025. In the Robin Spin-Off distribution, Toro shareholders received one common share of Robin for every eight Toro common shares held at the close of business on April 7, 2025. Toro Corp. Investor Relations | ||||||||||||||||
detail | Angi | 11/12/2024 | IAC | |||||||||||||
IAC Inc., spinoff details: 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. Update(s): January 13, 2025: IAC announced plans to spin off its full stake in Angi to shareholders, making Angi an independent entity.
IAC announced plans to spin off its full stake in Angi to shareholders, making Angi an independent entity. The spin-off, expected to close in the first half of 2025 (no earlier than March 31), will simplify Angi’s structure by eliminating its dual-class shares. As part of the transition, IAC CEO Joey Levin will step down to become an advisor and will be appointed Executive Chairman of Angi, working alongside Angi CEO Jeff Kip. Post-spin-off, IAC will not appoint a new CEO, with CFO/COO Christopher Halpin and Chief Legal Officer Kendall Handler reporting directly to Chairman Barry Diller. The spin-off is expected to be tax-free and will allow IAC to focus on its broader portfolio and growth opportunitIAC announced plans to spin off its full stake in Angi to shareholders, making Angi an independent entity. The spin-off, expected to close in the first half of 2025 (no earlier than March 31), will simplify Angi’s structure by eliminating its dual-class shares. March 10, 2025: On March 7, 2025, the Board of Directors of IAC Inc. approved the planned spin-off of Angi Inc. and declared a special dividend to distribute all Angi shares held by IAC to its stockholders.
April 1, 2025: IAC has completed the spin-off of Angi (ANGI), making it an independent, publicly traded company. IAC shareholders now directly own its former stake in Angi. As part of the transition, Joey Levin steps down as IAC CEO to become Executive Chairman of Angi, working alongside CEO Jeff Kip. Levin will remain an advisor to IAC. The transaction eliminates Angi's dual-class voting structure, positioning it for enhanced growth through M&A, capital formation, and talent acquisition. IAC will now focus on its core businesses, including Dotdash Meredith and its MGM stake. On March 31, 2025, IAC distributed ~0.5251 shares of Angi Class A common stock per share of IAC stock, based on record holdings as of March 25, 2025. Both IAC and Angi reaffirmed full-year 2025 guidance, with Angi targeting revenue growth in 2026.
Resources November 12, 2024: Announcement | ||||||||||||||||
detail | Euroholdings | 01/03/2025 | ESEA | |||||||||||||
Euroseas Ltd., spinoff details: Euroseas Ltd. (ESEA) plans to spin off three older vessels—M/V Aegean Express, M/V Diamantis P, and M/V Joanna—into a new company, Euroholdings Ltd. Euroholdings has applied for NASDAQ listing, and Euroseas will distribute 100% of Euroholdings shares to its common shareholders. Spin-Off Details: Euroholdings represents ~5% of Euroseas’ NAV and is not expected to materially impact Euroseas’ strategy. Fleet and Strategy Updates:
Conference Call: Scheduled for January 7, 2025, to discuss spin-off details and opportunities.
Update(s): January 7, 2025: Euroholdings Spinoff Presentation Euroholdings Share Distribution:
March 6, 2025: Euroseas announced plans to spin off its subsidiary, Euroholdings Ltd., with the SEC registration expected to be effective around March 6, 2025. Euroholdings has received conditional approval to list on NASDAQ under the ticker “EHLD,” with trading set to begin on March 18, 2025. Euroseas shareholders as of the March 7, 2025, record date will receive one Euroholdings share for every 2.5 shares of Euroseas owned. Fractional shares will be sold, and proceeds distributed proportionally. Euroseas will continue operating 22 container vessels, while Euroholdings will manage a fleet of two. Key trading dates:
March 18, 2025: EuroHoldings announced that it has completed its spin-off from Euroseas Ltd. The Company’s shares commenced trading on the NASDAQ Capital Market under the symbol “EHLD.” Euroseas Investor Relations | ||||||||||||||||
detail | Resolute Holdings | 12/30/2024 | CMPO | |||||||||||||
CompoSecure, Inc., spinoff details: CompoSecure, Inc. (CMPO), a leader in metal payment cards and authentication solutions, plans to spin off a new subsidiary, Resolute Holdings Management, Inc. expected to be completed in Q1 2025. Spin-Off Details:
Share Distribution:
Leadership & Governance: Resolute Holdings will be led by David Cote as Executive Chairman of the Board of Directors and Tom Knott as Chief Executive Officer. In addition to David Cote and Tom Knott, the Board of Directors will include John Cote, Joseph DeAngelo, Roger Fradin, Paul Galant, Brian Hughes, Mark James, Krishna Mikkilineni, and Jane Thompson. Resolute Holdings is expected to trade under the ticker “RHLD” on Nasdaq following completion of the spin-off. Update(s): February 10, 2025: CompoSecure announced that its Board of Directors has approved the previously announced plan to spin-off its newly formed subsidiary, Resolute Holdings Management. The record date for shareholders of CompoSecure to receive shares of Resolute Holdings has been set as February 20, 2025 and the distribution is expected to occur prior to the opening of trading on February 28, 2025. All CompoSecure shareholders as of the record date will receive one share of Resolute Holdings for every twelve shares of CompoSecure. Shares of Resolute Holdings are expected to trade on Nasdaq under the ticker “RHLD” with “when-issued” trading expected to commence on or about February 20, 2025. CompoSecure announced that its Board of Directors has approved the previously announced plan to spin-off its newly formed subsidiary, Resolute Holdings Management. The record date for shareholders of CompoSecure to receive shares of Resolute Holdings has been set as February 20, 2025 and the distribution is expected to occur prior to the opening of trading on February 28, 2025. All CompoSecure shareholders as of the record date will receive one share of Resolute Holdings for every twelve shares of CompoSecure. Shares of Resolute Holdings are expected to trade on Nasdaq under the ticker “RHLD” with “when-issued” trading expected to commence on or about February 20, 2025. February 28, 2025: CompoSecure has completed the spin-off of Resolute Holdings Management (RHLD), effective February 28, 2025.
Advisors: Financial Advisor: Goldman Sachs & Co. LLC Legal Advisor: Paul, Weiss, Rifkind, Wharton & Garrison LLP
CompoSecure Investor Relations | ||||||||||||||||
detail | Sandisk Corporation | 01/21/2023 | WDC | |||||||||||||
Western Digital, spinoff details: 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. 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.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. 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 is also 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. January 30, 2025: David V. Goeckeler will resign as Chief Executive Officer upon the completion of the spin-off, without any severance or agreements with the company. On January 25, 2025, the Board unanimously appointed Irving Tan as his successor, effective upon the spin-off’s completion. Mr. Tan is currently Executive Vice President of Global Operations at the company. Irving Tan announced that the record date is set for February 12, 2025, and the distribution date is set for February 21, 2025. February 24, 2025: Western Digital announced the successful completion of the planned separation of the company’s Flash business. Sandisk Corporation announced that the company has completed its separation from Western Digital and is now an independent public company set to begin trading today on the Nasdaq Stock Market under the ticker symbol “SNDK.”
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 Earnings October 24, 2024: Western Digital First Quarter Fiscal 2025 Earnings Call Presentation Sandisk 2025 Investor Day Presentation
Western Digital Investor Relations Sandisk Investor Relations | ||||||||||||||||
detail | Millrose Properties unit | 12/18/2024 | LEN | |||||||||||||
Lennar , spinoff details: Lennar Corporation (LEN, LEN.B) announced plans for a spinoff through its subsidiary, Millrose Properties, Inc., pending Board approval and customary conditions.
Assets contributed by Lennar include:
Update(s): January 10, 2025: Lennar will spin off 80% of Millrose Properties, distributing one Millrose share per two Lennar shares held as of January 21, 2025, with trading starting February 7. Millrose Class A stock offers 1 vote/share, while Class B (10 votes/share) is non-tradable.
Millrose Stock Details:
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The distribution of Millrose shares will be taxable to Lennar stockholders. February 7, 2025: Lennar Corporation (LEN) and Millrose Properties (MRP), jointly announced that they have successfully completed the previously announced taxable spin-off of Millrose from Lennar through a distribution of approximately 80% of Millrose's stock to Lennar's stockholders. (Press Release)
Stock Distribution: Lennar shareholders as of January 21, 2025 received one share of Millrose Class A stock (or Class B if elected) for every two shares of Lennar stock. Fractional shares were aggregated and sold in the public market. Millrose Public Trading: Millrose is now an independent, publicly traded company on the NYSE under the symbol “MRP.” 120.98M Millrose Class A shares and 11.82M Class B shares have been distributed, totaling 166M outstanding shares. Lennar retains a 20% stake (33.2M shares), which it plans to dispose of later via spin-off, sale, or offering. Business Focus: Millrose specializes in land purchases, horizontal development, and homesite option agreements for Lennar and other developers. Lennar contributed $5.5B in land assets and $1B in cash to Millrose. Millrose’s book equity value is ~$5.8B (as of Dec. 31, 2024). Financial Structure: $1.3B revolving credit facility, expandable to $2B with additional lender commitments. Millrose will operate as a real estate investment trust (REIT) for tax purposes. Strategic Purpose: The spin-off accelerates Lennar’s shift into a pure-play, asset-light home manufacturer. Millrose aims to become an industry-leading land banking platform supporting Lennar and other builders. Management & Oversight: Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC, an affiliate of Kennedy Lewis Investment Management ($25B+ AUM). Stock Distribution:
Millrose Public Trading:
Business Focus:
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Management & Oversight: Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC, an affiliate of Kennedy Lewis Investment Management ($25B+ AUM). Lennar Corporation Investor Relations
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