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Thematic Focus: Corporate Spin-Offs

Richard Tennant

Aristotle had it wrong. Or at least, corporate America has spent the last three decades proving him wrong. It turns out that the sum of a company’s parts frequently exceeds the whole and spin-offs are a key mechanism by which that hidden value is unlocked.


As a reminder, change is one of the key qualitative metrics I look for and one of the key takeaways from the 100 years of data we analysed of companies that rose 10x in a 10 year period. Spin offs are one of the key 4 sources of change I focus on and worthy of a deep dive in this newsletter: why they work, why they will continue to work, what the technicals tell us about entry points, and crucially, how to separate the winners from the traps.


Our analysis draws on our own proprietary study of spin offs back over 30 years, interviews with spin off management teams, and is supplemented by multiple academic and consulting studies. The evidence is compelling and, importantly, the structural reasons for outperformance are not going away. As at 31st March 19% of the fund was invested in spin off companies and I expect this could grow over time.

 


1.    SPIN-OFFS GENERATE SUPERIOR RETURNS

 

The Bloomberg US Spin Off Index has compounded at c17.5% pa for the last 23 years[1]. They arbitrarily buy stocks day 1 and sell them after 3 years. These returns can be materially enhanced to above 20% if the purchase is timed correctly (given flowback), as supported from multiple academic studies suggesting relative excess return of c2-5% pa over multiple historical periods:


Source: Goodhart Partners, Bloomberg, as at 26/03/2026
Source: Goodhart Partners, Bloomberg, as at 26/03/2026

 


2.    WHY IS THIS THE CASE?


At their core, spin-offs work because large, multi-division organisations are structurally inefficient capital allocators. When a conglomerate houses a high-growth technology division alongside a mature, cash-generative industrial business, neither unit is optimally managed, funded, or valued. The spin-off is the surgical solution.

 

Management Alignment and Capital Allocation

 

Perhaps the single most important driver of post-spin outperformance is what happens to management incentives and capital allocation. Prior to the separation, divisional managers are competing for capital within the parent’s bureaucracy; their equity compensation is tied to a stock that barely reflects their division’s performance. Post-spin, they receive equity in a company whose share price is a direct and undiluted proxy for their execution. This is a qualitatively different incentive structure and the data shows it matters enormously.


The autonomy dividend is equally significant. Free from the capital rationing and strategic veto that characterises life inside a large parent, SpinCo management teams can pursue acquisitions, reinvest aggressively, and restructure balance sheets in ways that would previously have been impractical. The parent, meanwhile, is no longer distracted; it can focus on its core business with renewed clarity.

 

The Conglomerate Discount

 

Academic research and practitioner experience consistently find that conglomerates trade at a discount to the sum of their standalone parts, often 10–20%. This discount reflects the opacity of reporting, the misallocation of capital across divisions, and management’s divided attention. When the SpinCo lists independently, the conglomerate discount is progressively eroded as pure-play peers, dedicated analyst coverage, and focused management all pull the multiple higher.

 

M&A Optionality: A Structural Tailwind

 

Both Spin Cos and Parent Cos become better acquisition targets after separation. An acquirer who wanted only one division of a large conglomerate was previously forced to pay for the whole entity and dispose of the rest. Post-spin, each entity is a clean, focused asset. Approximately one-third of all spin-offs are acquired within several years of separation, many at significant premiums. This M&A optionality is a free call option embedded in every spin-off investment that is rarely priced in on day one, but contributes to the excess returns.


The parent also benefits. Post-spin, Parent Cos have averaged cumulative outperformance of approximately 13% versus the S&P 500 over three years, and 21% over five years with hit rates of roughly 35% and 33% respectively[2]. This has historically proven a better hunting ground than the broad market, even after accounting for the ‘put’ that parents sometimes try to execute by off-loading their worst divisions.


3.    WHY THESE RETURNS ARE SUSTAINABLE

 

A natural sceptic’s objection to any persistent source of excess returns is the Efficient Market Hypothesis: if this works, why hasn’t it been arbitraged away? The reason is that many of these features relate to human behaviour and the structure of markets which will remain inherent features:

 

  • Complexity and illiquidity at inception - New SpinCos are, by definition, unloved. They have no index membership, no analyst consensus, and often no institutional shareholder base. Many of the initial holders are parent-company investors who never wanted the Spin Co and will sell irrespective of valuation. This creates an illiquidity premium and a mispricing window that passive capital cannot exploit.

  • The median underperforms; the mean outperforms - The data shows that the historical average spin-off outperforms the S&P 500 materially over 3–5 years, but the median spin-off often underperforms. The outperformance is driven by a positively skewed distribution of big winners. Identifying those winners requires qualitative judgment; understanding management, reading the real motivations behind the spin, and assessing cultural change potential that quantitative screens cannot fully capture.

  • The structural supply of mispriced spin-offs is persistent - Every year, new spin-offs emerge (given the conglomerate discount and pressure on management for value creation), each generating the same forced-selling dynamics, the same investor inattention, and the same management-alignment catalyst. The opportunity renews itself continuously.

  • Long time horizons required - The sweet spot for SpinCo returns is years 3–5 post-separation, a time horizon that most institutional investors find difficult to maintain, given quarterly performance measurement and career risk. This supports a durable structural advantage for patient capital.

 

 4.    THE TECHNICALS: FORCED SELLING AS YOUR ENTRY POINT

 

The technical dynamics of a spin-off create some of the most reliable short-term mispricings in equity markets. Understanding these dynamics is essential for timing entries and avoiding the value trap of catching a falling knife.

 

Day One: The Indiscriminate Selloff

 

In the days immediately following a spin-off, both the Spin Co and Parent Co typically sell off. For the Spin Co, the initial price decline is structurally driven, not fundamental. Three categories of sellers dominate:


  • Index-mandated sellers: If the parent was a constituent of the S&P 500 or another major index, the newly created SpinCo will not be. Index funds and ETFs are required to sell within days or weeks. This selling is entirely price-insensitive; it happens regardless of valuation.

  • Mandate-constrained institutional sellers: A large-cap growth fund that held the parent is suddenly holding a mid-cap industrial or consumer staples company that sits outside its mandate. It must sell. Again, this selling is not motivated by any view on fair value.

  • Retail ‘confusion’ selling: Retail investors who held the parent and receive Spin Co shares in their account frequently do not know what to do with them. In the absence of research coverage or a clear investment thesis, the path of least resistance is to sell.

 

The aggregate effect of these three groups creates a genuine technical overhang. There are certain metrics based on geographies, industry and ratio of parent to spin size which informs the volume traded / time elapsed that should allow us to buy these companies at a 7-8% discount on average.

 

Run the Winners

 

Spin Cos that have outperformed the S&P 500 in their first year of trading go on to generate substantially better subsequent returns than those that have underperformed. This makes sense as the key drivers of change and value creation are working.

 

5. THE CHECKLIST: IMPROVING YOUR HIT RATE

 

What is especially interesting digging into the data is that the returns of the top quartile of spin-offs generated a c195% return over just 2 years[3]. It is typically the same attributes that inform the companies in the top quartile as the bottom. These metrics relate to rationale of spin, capital allocation, culture, customer base, organic reinvestment, management incentives, debt profile and FCF generation. There are also certain industries and geographies that lend themselves to stronger or weaker returns (which reflect the attributes listed above).


Source: Edge Consulting, Deloitte, Bloomberg. Cumulative monthly USD total returns of Bloomberg Spin-Off Index from 31/12/2002 to 28/11/2025. Returns indexed to 100. MSCI World Index total return with dividends reinvested net of withholding tax. MSCI performance included for reference purposes only.
Source: Edge Consulting, Deloitte, Bloomberg. Cumulative monthly USD total returns of Bloomberg Spin-Off Index from 31/12/2002 to 28/11/2025. Returns indexed to 100. MSCI World Index total return with dividends reinvested net of withholding tax. MSCI performance included for reference purposes only.

6. STOCK EXAMPLES: CAPITAL ALLOCATION, GROWTH, AND RE-RATING


The following cases illustrate three distinct routes through which spin-offs generate returns. Each maps to a different mechanism: capital reallocation, operational re-rating, and the re-pricing of growth optionality.


CASE STUDY  Carrier Global

 

Source: Goodhart Partners, Bloomberg, as at 26/03/2026
Source: Goodhart Partners, Bloomberg, as at 26/03/2026

Spun from United Technologies in 2020 alongside Otis. Classic case of a high-quality industrial franchise trapped inside a diversified conglomerate. Pre-spin, Carrier’s HVAC and fire/security businesses were treated as a cash cow, underfunded on R&D, starved of capital for strategic M&A, and valued on a blended multiple that penalised the quality of the underlying business.

 

Post-spin mechanics: Management immediately initiated a portfolio rationalisation, divesting non-core businesses and using proceeds for focused acquisitions in high-margin, recurring-revenue verticals. The balance sheet was restructured from a leveraged pro-forma position to a more comfortable net debt profile within 18 months. The ‘conglomerate discount’ evaporated as pure-play HVAC comps became the relevant peer group. Trough post spin within a few weeks was 3% below the spin price.

 

 

CASE STUDY  GE HealthCare Technologies

 

Source: Goodhart Partners, Bloomberg, as at 26/03/2026
Source: Goodhart Partners, Bloomberg, as at 26/03/2026

The highest-scoring recent spin in our database. Separated from General Electric in January 2023, GE HealthCare represents one of the clearest examples of a hidden-gem spin: a world-class medical technology and diagnostics franchise that was completely obscured inside one of the most complex and troubled conglomerates in corporate history.

 

The re-rating story: Prior to separation, GE HealthCare’s margins, R&D investment, and capital allocation were all constrained by the needs of the parent. Post-spin, the company has pursued a focused innovation agenda in AI-enabled imaging and precision diagnostics, a market growing at high-single-digit rates with significant pricing power. The stock re-rated from an industrial blended multiple to a premium medical technology multiple within 18 months. Trough post spin within a few weeks was 7% below the spin price.

 

Qualitative read-across: Management were explicit pre-spin about the constraints they had operated under inside GE. The combination of new equity compensation tied directly to GEHC performance, a clean capital structure, and a clearly articulated innovation roadmap ticked every qualitative box.


CASE STUDY  Corteva Agriscience

 

Source: Goodhart Partners, Bloomberg, as at 26/03/2026
Source: Goodhart Partners, Bloomberg, as at 26/03/2026

Spun from DowDuPont in 2019, Corteva is the agricultural sciences business that was effectively invisible inside one of the largest and most complex chemical mergers ever executed. The DowDuPont three-way break-up into Corteva, Dow, and DuPont and is a textbook illustration of the conglomerate discount unwind. Trough post spin within a few weeks was 13% below the spin price.

 

Capital allocation reinvention: Pre-spin, agricultural R&D budgets were competing with materials science and specialty chemicals for capital inside a sprawling conglomerate. Post-spin, Corteva deployed capital with single-minded focus on its seed and crop protection pipeline, areas where it holds genuine IP advantages. The return on invested capital improved materially within the first three years as the portfolio was rationalised and pricing discipline restored.

 

Growth re-rating: As standalone financial disclosure improved and agricultural biotech comps became the reference point, the stock moved from a ‘chemical discount’ to a ‘life sciences premium’, a re-rating of several turns of EBITDA that was always latent inside the DowDuPont structure but completely invisible to the market.


8. THE TRAPS: WHAT TO AVOID

 

Not all spin-offs are opportunities. The same checklist that identifies winners also red flags value destroyers such as when a parent loads a Spin Co with excess debt, legacy liabilities (pensions, environmental obligations, asbestos claims), or regulatory capital requirements. This is almost certainly engineering a balance sheet solution for itself, not creating value for SpinCo shareholders.

 

CONCLUSION: A STRUCTURAL ALPHA SOURCE WORTH OWNING

 

Corporate spin-offs are not a free lunch. The median spin underperforms the market; the average wins because of a small number of big winners. Capturing that alpha requires the combination of systematic screening, qualitative judgment, and the patience to allow management inflections to play out over multi-year horizons.


What makes the opportunity durable is precisely its complexity. Every new spin-off arrives with the same suite of technical pressures; index selling, mandate-driven disposal, retail confusion and the same informational gaps: no consensus research, no pure-play peer group, no financial history as a standalone entity. For an investor with the analytical tools, the management access, and the time horizon to exploit those gaps, the spin-off universe remains one of the most fertile hunting grounds in equity markets.


As we look forward to the pipeline of announced and potential spin-offs over the next 12–24 months, we will be applying this framework rigorously to identify situations where the checklist score, the technical set-up, and the qualitative read on management all point in the same direction. In those rare cases, the data suggests the odds are in our favour.


[1] Source: Bloomberg, as at 26/03/2026

[2,3] Patrick Cusatis, James Miles, J. Randall Woolridge, “Restructuring Through Spin-Offs: The Stock Market Evidence”

Important Information


This document is prepared by Goodhart Partners LLP and is directed at professional investors only. It is provided for information purposes only and does not constitute investment advice or a personal recommendation. It does not constitute an offer or solicitation to invest in any financial instrument.

Past performance is not a reliable indicator of future returns. The value of investments may go down as well as up and investors may not get back the amount originally invested.


Any views expressed are those of Goodhart Partners LLP at the date of publication and are subject to change. Forward-looking statements are based on current expectations and assumptions and are subject to change without notice.


References to specific securities are for illustrative purposes only and do not constitute investment recommendations. Holdings and portfolio exposures may change over time.


For Professional Clients Only. Not for Retail Distribution.

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