Achieving win-win spin-offs | McKinsey - McKinsey & Company
Oct 11, 2021 · Our research shows that revenue growth is a critical determinant of a spin-off’s success (exhibit). In most cases, the management teams of both ParentCo and SpinCo can adequately explain how growth is part of the spin-off’s strategic rationale, alongside improved capital management and other operational changes.
The Art of Spinning Off | 03 | 2014 | Publications - Debevoise
While ParentCo or SpinCo can combine with another company immediately after a spin-off in a tax-free transaction, the former shareholders of ParentCo generally must receive at least 51% of the stock of the combined company.
Spin-Offs and Split-Offs - Macabacus
In a spin-off, the parent company (ParentCo) distributes to its existing shareholders new shares in a subsidiary, thereby creating a separate legal entity with its own management team and board of directors.
Spin-offs Unraveled - The Harvard Law School Forum on …
Oct 31, 2019 · In some transactions, this agreement can provide an opportunity for ParentCo to offload unwanted liabilities to SpinCo, though ParentCo should keep in mind SpinCo’s solvency requirements.
When Dual-Class Stock Met Corporate Spin-Offs - The Harvard …
May 3, 2019 · A corporate spin-off creates a new spun-off public company (“SpinCo”) by distributing the new company’s stock to the shareholders of a parent company (“ParentCo”) in the form of dividends proportional to their stock ownership.
In the U.S., a spin-off qualifies for tax-free treatment (for ParentCo and shareholders) if satisfying the requirements of Internal Revenue Code Section 355. Certain forms of M&A include a spin-off in order to enable a tax-free and monetizing divestiture for ParentCo.
In essence, the process of a spin-off involves the distribution of shares of a spun-off entity (“Spinco”) for no consideration to existing shareholders of the parent company (“Parentco”).
Executive Compensation Issues in a Spin-off
Jan 18, 2017 · In some cases, activist shareholders have pushed companies to create value by breaking businesses into their component parts. When a business undergoes a spin-off, the human resource and executive compensation implications for executives at both the Parent Company (ParentCo) and the Spin-off Company (SpinCo) are very significant.
Sep 21, 2022 · • To conduct the spin-off transaction, ParentCo creates a wholly owned subsidiary (“SpinCo”) and then concurrently: (a) assigns the asset to that subsidiary in return for shares of SpinCo;
SEC Transmittal Letter
Jul 10, 2017 · On behalf of our client, CONSOL Mining Corporation (“SpinCo”), a Delaware corporation and a wholly owned subsidiary of CONSOL Energy Inc. (“ParentCo”), we are submitting for filing with the U.S. Securities and Exchange Commission a registration statement on Form 10 for the registration of shares of SpinCo’s common stock under Section ...