The Spin-Off Report
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THE SPIN-OFF REPORT June 9, 2015 Energizer Holdings Inc. (Pre-Spin) Current Share Price (6/8/15): $136.42 Ticker: ENR Fair Value Estimate: $144 per share Dividend: $2.00 Shares Outstanding: 62.2 million Yield: 1.4% Market Capitalization: $8.5 billion Edgewell Personal Care Co. (Post-Spin) Fair Value Estimate: $101 per share Ticker: EPC Shares Outstanding*: 62.2 million Dividend: Nil Market Capitalization: $6.3 billion Yield: N/A Energizer Holdings Inc. Fair Value Estimate: $42 per share Ticker: ENR Shares Outstanding*: 62.2 million Dividend: $1.00 Market Capitalization: $2.6 billion Yield: 2.4% *Assumes a distribution ratio of 1:1. N/A – Not applicable. Note: Market capitalization is based on fair value estimate for post-spin entities and current market cap for pre-spin Energizer Holdings Inc. Michael Wolleben Research Team Joanna Makris Robert Dunn Murray Stahl Steven Bregman PCS Research Services Thérèse Byars Ryan Casey James Davolos Derek Devens 14 Wall Street, 3rd Floor New York, NY 10005 Peter Doyle Rory Ewing Matthew Houk Utako Kojima (212) 233-0100 Eric Sites Salvator Tiano Fredrik Tjernstrom Steven Tuen Eric Zhou www.pcsresearchservices.com Institutional Research Group (“IRG”) is the author of this report. PCS Research Services (“PCS”) is the exclusive marketer and an authorized distributor of this and other research reports created by Horizon Kinetics LLC (“Horizon Kinetics”). Horizon Kinetics is the parent holding company to several SEC-registered investment advisors, including Horizon Asset Management LLC and Kinetics Asset Management LLC. Certain portions of this report may have been drafted by IRG based on information, ideas and data provided by Horizon Kinetics. Horizon Kinetics, IRG, PCS and each of their respective employees and affiliates may have positions in the securities of companies mentioned herein. This report is based on information available to the public, and no representation is made with regard to its accuracy or completeness. This document is neither an offer nor a solicitation to buy or sell securities. All expressions of opinion reflect judgment at the date set forth above and are subject to change. All views expressed in this research report accurately reflect the research analysts’ opinion about the subject matter contained herein. No part of the research analysts’ compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed by the research analysts in the research report. Reproduction of this report is strictly prohibited. Ó Horizon Kinetics LLC® 2015. Downloaded from www.hvst.com by IP address 192.168.160.10 on 09/29/2021 THE SPIN-OFF REPORT Investment Thesis On April 30, 2014, Energizer Holdings Inc. (NYSE: ENR) announced plans to separate into two standalone publicly traded companies: one a personal care company and one a household products business. Shares of the household products company (“New Energizer”), which will retain the Energizer Holdings Inc. name, will be distributed via a tax-free distribution of shares to ENR shareholders. The parent company will be rebranded Edgewell Personal Care (“Edgewell”) and will trade on the NYSE under the symbol “EPC”. Shares of New Energizer will be distributed to ENR shareholders of record as of June 16, 2015, on July 1, 2015 before the market opens. Shares of New Energizer and Edgewell Personal Care will trade on a “when issued” basis beginning on June 12, 2015, under the tickers “ENR WI” and “EPC WI”, respectively. Shareholders of record will receive one share of New Energizer for every share of ENR held as of the record date. The two segment heads will become CEOs of the respective companies. David Hatfield will serve as CEO of Edgewell, and Alan Hoskins will be CEO of spun-off New Energizer. Current ENR CEO Ward Klein will become Executive Chairman of Edgewell, whose leading brands include Schick shavers, Edge shaving cream, and Playtex feminine products, as well as Banana Boat and Hawaiian Tropic sunscreens. Household products included in New Energizer include Energizer and Eveready branded products as well as portable lighting products. The separation makes sense from the point of view that the growth trajectory of the personal care business is opposite to that of the household products business. Personal care has opportunities for growth through increased penetration in international markets and via acquisition. The household products business, dominated by the sale of batteries, operates under the overhang of demand that is shrinking, albeit modestly, and it could be managed to maximize cash flow while maintaining market share and returning capital to shareholders. In this view, ENR’s separation can be compared to the recent wave of spin-offs conducted by media companies jettisoning their newspaper businesses, which were in the midst of a more pronounced secular decline, in favor of the growing television and broadcast businesses. The stagnant household products business has been a drag on the company’s valuation multiple as ENR shares have traded roughly in line with household product peers, which have traded at a discount between 20% and 30% versus personal care peers over the past five years. With personal care competitors trading at a premium to the slower-growth household competitors, the separation should allow each company’s valuation multiple to be rerated. The obvious benefit of the rerating is that the personal care business, which has been the beneficiary of almost all of ENR’s acquisitions since it became a public company in 2000, should be able to lower its cost of capital for funding future transactions. New Energizer, with its heavy exposure to consumer battery sales, has no pure-play public competitor, and has lost share in recent years due to competitive pricing from competitor Duracell. The Procter & Gamble Company (NYSE: PG) has entered into an agreement to sell its Duracell business to Warren Buffett’s Berkshire Hathaway Inc. (NSE: BRK-A, BRK-B). Under new stewardship, a normalization of industry pricing is likely to occur, given BRK’s history of managing businesses for cash flow versus market share. A reset of the competitive environment should slow sales losses for Energizer and improve cash flow generation. Based on peer P a g e | 2 Ó Horizon Kinetics LLC® 2015 Downloaded from www.hvst.com by IP address 192.168.160.10 on 09/29/2021 THE SPIN-OFF REPORT comparables and cash flow generation, post-spin New Energizer can be fairly valued at $42 per share. The stable cash flow generation potential of the battery business could be an attractive asset to financial suitors down the road. Based on a leveraged buyout scenario with arguably conservative assumptions, upside for New Energizer exists to $57 per share, although it must be noted that a potential takeout is not likely to occur in the near term, in order to preserve the tax- free nature of the spin transaction. While the near term probability of a takeout of New Energizer is not high, the 2- to 3-year time horizon can be viewed as a positive in that it assists in the creation of an equity yield curve. Based on the derived fair values and upside scenario, the potential annual returns are 10% - 15%, which does not account for potential share repurchases, debt retirement, or exceeding operational targets that could result in increased returns. Edgewell Personal Care’s go-forward strategy includes accelerating top-line growth, systemic cost reduction, and generating substantial free cash flow, in addition to conducting selected acquisitions. Domestic revenue has disappointed recently, as declining sales of legacy products have been only partially offset by new product sales and international growth. To compound the company’s domestic sales decline, the current impact of a weaker U.S. dollar is offsetting some of the international growth currently being experienced. Assuming a return to modest top-line growth (2%) and margin expansion from continued cost cuts and plant rationalization, Edgewell Personal Care can be fairly valued at $101 per share based on peer multiples and cash flow generation. It has been widely noted in the financial press and investor circles that Edgewell could be an attractive takeout candidate for a strategic buyer due to its market-leading brands and cash flow generation, added to a growing international presence. The structure of the spin-off of New Energizer, with Edgewell being the legal parent entity, places much fewer restrictions on a potential acquisition of Edgewell in the near term. Indeed, ENR was spun off from Ralston Purina in 2000, with the parent (Ralston) being acquired within approximately a year and a half after the transaction. Framed in that manner, Edgewell probably is awarded a premium multiple, which may explain ENR’s share price performance since the spin announcement. The shares have appreciated approximately 40% since the announcement, versus 16% for the S&P 500, implying that shares of Edgewell may already price in a takeout. On a pre-spin basis, ENR can be valued at $144 per share, with upside to $158 based on a future potential takeout of New Energizer. Given the viewpoint that the current share price incorporates a takeout premium for Edgewell, shares of ENR are not recommended prior to the spin. Instead, we believe investors should look for attractive entry points in New Energizer following the spin- off. As a point of reference, after the 2000 Ralston/Energizer spin-off, shares of ENR underperformed the S&P 500 over the first three months of regular-way trading, before significantly outperforming in the first two years of regular-way trading. P a g e | 3 Ó Horizon Kinetics LLC® 2015 Downloaded from www.hvst.com by IP address 192.168.160.10 on 09/29/2021 THE SPIN-OFF REPORT Company Description Energizer Holdings Inc.’s (NYSE: ENR) history traces back to when Russian immigrant Conrad Hubert (formerly known as Akiba Horowitz) was operating a novelty shop in New York City under the name of American Electrical Novelty and Manufacturing Company.