A Financial Innovation a Case Study Of
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Wol' PROJECT REDEPLOYMENT: A FINANCIAL INNOVATION A CASE STUDY OF LTV THESIS Presented to the Graduate Council of the North Texas State University in Partial Fulfillment of the Requirements For the Degree of MASTER OF BUSINESS ADMINISTRATION By Robert Van Ling, B. A. Denton, Texas December, 1976 Ling, Robert Van, Project Redeployment: A Financial Innovation, A Case Study of LTV. Master of Business Administration (Finance), December, 1976, 88 pp., 7 tables, 3 illustrations, bibliography, 28 titles. The purpose of this study was to examine the aspects of redeployment in general terms, and then to present a case study of a specific redeployment program to analyze its effectiveness as a corporate financial tool. The first four chapters discuss the general and financial definitions of redeployment, as well as the objectives, bene- fits, and alternate methods of the operational asset form of redeployment. The specific redeployment program analyzed is the case study of Ling-Temco-Vought's use of the operational asset form of redeployment. The purpose of the case study was to determine if Ling-Temco--Vought achieved their stated objec- tives. An analysis of these objectives shows that redeploy- ment was a success. TABLE OF CONTENTS Page LIST OF TABLES . LIST OF ILLUSTRATIONS . vi Chapter I. REDEPLOYMENT DEFINITIONS AND CONCEPTS . A General Definition Concept Applied to the Financial Environment Redeployment Method Analyzed in This Study An Analogy of the Redeployment Process Other Comparisons and Interpretations II. OBJECTIVES OF OPERATIONAL ASSET REDEPLOYMENT . 10 Creating Independent Subsidiaries with Public Participation Increasing Values Financing Expansion Reducing Outstanding Shares or Debt Achieving Diversification Developing A Management Philosophy for a Large Corporation III. ALTERNATE METHODS OF OPERATIONAL ASSET REDEPLOYMENT................. 22 Dividend Spin-Offs Rights Offering Underwriting of a Public Offering Mergers Summary IV. ADVANTAGES AND DISADVANTAGES OF OPERATIONAL ASSET REDEPLOYMENT............. 28 Benefits to the Shareholders Benefits to the Parent Company Benefits to the Subsidiaries Benefits to the Employees Benefits to the Customers iii Page Disadvantages of a Redeployment Program Summary V. CASE STUDY: PROJECT REDEPLOYMENT- .-.. --.-.-. 40 Brief History of LTV Up To Project Redeployment Project Redeployment Plan LTV's Consideration of Other Operational Asset Redeployment Methods LTV's Objectives of Project Redeployment Analysis of Project Redeployment Was Project Redeployment A Success? VI. SUMMARY AND CONCLUSIONS - .-...--.-...-... 80 APPENDIX..-.. .-.-..........-..-........-.. 84 BIBLIOGRAPHY.... -.........-.......-..-..-.......86 iv LIST OF TABLES Table Page I. Three Years of Growth....... ........... 41 II. LTV's Expected Results of the Exchange .-..... 67 III. LTV's Estimate of the Value for Those Who Tender Their Shares............ 69 IV. Increase in Pre-Tax Income for The Subsidiaries from 1964 to 1968 . 71 V. Shift in Reserve for Stock Options 1964 to 1966 .........-.-..-.--.-..-...... .... 73 VI. Subsidiaries Growth in Sales 1964 to 1968 . 75 VII. Subsidiary Financing after Project Redeployment . 78 V LIST OF ILLUSTRATIONS Figure Page 1. 1964 Profile of Ling-Temco-Vought . 47 2. Pro-Forma Constitution of LTV and Subsidiaries after Project Redeployment . 54 3. LTV Organization, October, 1963.-............. 55 vi CHAPTER I REDEPLOYMENT DEFINITIONS AND CONCEPTS A General Definition The financial interpretation of the concept of the redeployment of corporate assets is highly complex in nature. In order to obtain a better understanding of its financial aspects, a general definition is presented first. The term deploy is most often thought of in conjunction with military tactics and maneuvers, and is used in this context to spread out or arrange forces in the most strategic manner. With this in mind, redeployment in general terms can be defined as the continual rearranging of the factors under consideration so that optimum combinations are in existence at all times. Concept Applied to the Financial Environment Redeployment can generally be defined in the financial context as the "optimum utilization of either corporate assets or corporate liabilities in any given or existing economic environment . the end result of which would greatly increase the corporation's financial or operational well-being" (3, p. 1) . 1 2 This concept of redeployment can be broken down into systematic programs which are designed to achieve this optimum utilization of assets and liabilities which maximizes benefits to the shareholders. These redeployment methodologies take many forms and can "manifest themselves into identifiable programs, with eclectic variations, and exponentially oriented variables" (3, p. 2) . These identifiable programs can be classified into two basic areas: (a) Programs that reduce the number of out- standing shares and (b) Programs that reduce the outstanding debt. The particular redeployment methodology this study is concerned with can have the effect of reducing outstanding capital shares, or reducing outstanding debt, or both, and thus involves both assets and liabilities. The other methodologies possible are beyond the scope of this study and will only be briefly discussed in the last section of this chapter. Redeployment Method Analyzed in This Study This section presents the redeployment method which is to be analyzed throughout this study and which is the basis for the case study presented in Chapter V. This method has a general form with many variations, depending on the partic- ular corporation employing it and the prevailing economic environment. 3 This particular redeployment program is known as Operational Asset Redeployment (OAR), and can be defined as the restructuring of an operational unit within a corpora- tion into a corporate form enabling the parent company to create a new corporation and trade certain assets to the new corporation for its common or preferred shares and then: (a) the common or preferred securities of the new corporation are exchanged for the outstanding discounted debt (debt selling below par) of the parent corporation, or (b) the common or preferred securities of the new corporation are exchanged for the preferred shares of the parent company (3, p. 3), or (c) cash and/or securities in the new corporation are exchanged for the outstanding shares and/or debt of the parent corporation. In essence, this is taking an operational unit, such as a division of a company, and restructuring it into a corporation, and at the same time reducing the parent company's common stock and/or outstanding debt. An Analogy of the Redeployment Process A simple analogy at this point should give a better understanding of this redeployment process. In his book, Ling, The Rise, Fall and Return of a Texas Titan, which was the result of numerous sessions with Ling, Stanley Brown produced the following example which best describes the process: Assume that LTV has an asset on its books worth $100 . Now assume that a corporation called 4 LTV-XYZ is set up with $100 worth of common stock. Then LTV, the parent, trades the $100 asset for the $100 of common stock in LTV-XYZ. Next, it offers shareholders of LTV a swap: turn in $10 of LTV stock and get $10 worth of LTV-XYZ (1, p. 118). This, in essence, is the process which creates public owner- ship in the new corporation, LTV-XYZ in this case. But the effects of this process are far-reaching, and will be examined throughout much of the rest of this study. As an example, Brown presents the following immediate results of his previous illustration: Suppose also that LTV is selling at ten times its earnings, not a very large multiple. But here is this new LTV-XYZ, a company in an industry most of whose companies are selling at twenty times their earnings. Now, as the $10 worth of LTV-XYZ begins trading, its price rises to reflect the multiple of the other companies in the industry it has entered by being separated from its more diverse and less valued parent. Suppose it rises to $20. The parent, which retained 90 percent or $90 worth of the subsidiary stock, now has marketable securities worth $180 (1, p. 119). The immediate benefits in this example can be seen as (a) The securities owned by the parent company increased from $90 to $180, which although shown on the books at the original figure, does represent an increase in collateral value; (b) The cost of that increase to LTV was negligible, it gave out $10 worth of its stock in the new subsidiary, but in return received $10 worth of its own shares and decreased outstand- ing common stock; (c) In this case, the parent can, for reporting purposes, consider the subsidiary's earnings, less minority interests, as its own (1, p. 119). 5 This brief analogy gives a basic view of the redeploy- ment process, and some of the immediate effects and benefits that occur. The many other effects, advantages, and disad- vantages will be discussed in subsequent chapters. Other Comparisons and Interpretations In analyzing this particular redeployment mode of financial restructuring, several different philosophical evaluations have evolved. For example, this process of redeployment has been compared by some to the biological reproduction of cells, which is "multiplication through division, with each offspring a complete and viable, if smaller replica of the parent" (4, p. 7). Redeployment also relates to the idea that the sum of the parts is greater than the whole, in this instance divid- ing companies into several distinct