1 - Babson College



Equity Carve-outs mini-case

Corporate divestitures have become increasingly common as companies seek to increase shareholder value through partial or total divestiture of operating units. These equity carve-outs can take many forms:

1. The simplest form of divestiture is the outright sale of the business, a sell-off. In this case, the company sells its equity interest to an unrelated party. When a company sells the stock that it owns, it accounts for this sale in the same manner as the sale of any other asset: The excess of the cash received over the investment carrying amount is recorded as a gain or loss on the sale. The company, therefore, makes the following journal entry:

Cash xxx

Investment in sub xxx

Gain on sale xxx

The amount reported as “Investment in sub” is the carrying amount of the investment as reported under the equity method of accounting for inter-company investments.

(example: Limited sale of Brylane stock)

2. The second form of divestiture is known as a Spin-off. In this case, the company is distributing the subsidiary shares that it owns as a dividend to its shareholders who will, then, own shares in the subsidiary directly rather than through the parent company. Some distinguishing characteristics of a spin-off are as follows:

a. Pro-rata distribution of subsidiary common stock to parent company shareholders

b. Shareholders continue to own parent as well as sub separately

c. Treat as a dividend

d. No gain or loss recorded (unless the fair value of the shares can be objectively determined, in which case unrealized gains, if any, will be recorded in earnings)

The company makes the following journal entry at the time of the spin-off:

Retained earnings xxx

Investment in sub xxx

Again, the amount is reported as the book value of the investment account under the equity method.

(example: Limited spin-off of Limited Too)

The third form of equity carve-out is known as a Split-off. In this case, the parent is exchanging with its shareholders the stock that it owns in the subsidiary for shares for the shares they own in the parent. After the transaction is completed, the shareholders will own stock in the subsidiary company only. Some distinguishing characteristics of this transaction are as follows:

3 Distribution of sub stock in exchange for parent company stock

4 Shareholders no longer own parent

5 Sub becomes an independent publicly traded company

6 Treat as treasury stock (number of outstanding shares reduced)

The accounting for this transaction is affected by whether it is a pro-rata distribution or whether it is affected as a tender offer.

A. If the distribution is pro-rata, the transaction is recorded book value of the investment account as follows:

Treasury stock xxx

Investment in sub xxx

B. If the transaction is a non-pro-rata tender offer, the debit to treasury stock is recorded as the fair market value of the subsidiary and a gain or loss is recorded on the sale as follows:

Treasury Stock (#shs * Parent MP/sh) xxx

Investment in sub xxx

Gain on disposal xxx

(example: Limited split-off of Abercrombie & Fitch)

This mini-case utilizes the The Limited, Inc to illustrate these equity carve outs. Portions of the company’s 2000 annual report follow. Please answer the following questions:

1. Describe the special non-recurring charges relating to Bath & Body Works. What effect did these charges have on the Limited’s financial statements? What adjustments might you make to the statements related to these charges?

2. Describe the financial statement effect of the nonrecurring item relating to Henri Bendel. What effect did this have on the company’s financial statements? What adjustments might you consider for this item?

3. In 1999, the company recorded the spin-off of Limited Two. Describe this transaction. How was the spin-off accounted for? What effects did the spin-off have on the Limited’s financial statements?

4. In 1998, the company consummated the split-off and spin-off of Abercrombie & Fitch. Describe the accounting for the split-off. What effect did this transaction have on the Limited’s financial statements? Describe the accounting for the spin-off? What effect did this transaction have on the Limited’s financial statements.

5. in 1998, the company sold its shares in Brylane. Describe the accounting for this transaction and the effect it had on the Limited’s financial statements.

[pic]

[pic]

[pic]

................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download