Matter & Substance
  August 29, 2017

Considering a spinoff? Think it through.

In popular culture, the word "spinoff" usually refers to a television show whose main characters originated from an already established show (think Trapper John M.D.). But the word applies to the business world, too. Here it describes a division or subsidiary of a company being sold off to a buyer as a separate entity.

The process is hardly simple, and if not done properly, can fail (think AfterMASH). As a seller, you need to not only get a good price for your division or subsidiary, but also minimize any negative impact on your remaining holdings.

Driving factors

Many factors can drive a company to spin off a division. Common reasons include:

  • Seizing an opportunity in the M&A marketplace
  • Focusing better on the core business
  • Accessing capital for reinvestment
  • Operating more efficiently

Spinoffs are usually executed more quickly than full-blown business sales, which can be appealing. Also, in consolidated industries with limited buyer pools, management may worry that a full sale would raise red flags with antitrust authorities.

Potential changes

If it's a standalone subsidiary being sold, the spinoff will likely be relatively easy. The unit is already legally separate from its parent and probably won't have much overlap with its parent's operations.

More challenging is spinning off an internal division - also known as a "carveout." Here, the seller has to determine which of its employees, clients, and product lines will be included in the carved-out division. The seller also must legally extricate the division's assets, debts, and liabilities from those of the parent company.

 Because a company must decide which employees, products, and property belong with the selling division, battles over ownership of certain assets are possible. For example, if the careveout and a unit that's remaining with the parent company both rely on the same exclusive intellectual property, who retains ownership post-sale?

Tax considerations

The spinoff can be accomplished on a tax free basis if certain conditions are met. These conditions include operating the entity being spun off as a separate trade or business for the previous five years and not telling the entity for two years following the spinoff transaction.

Worthy considerations

Is your company looking to streamline operations? Could it use the cash from selling a strong division? If so, a spinoff is worth considering. But you'll need to think through the strategy thoroughly and execute the deal carefully. Let our Transaction Services advisors guide you through the process.