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Breakup Is Another Word for Lack of New Ideas

Brooke Sutherland

(Bloomberg Opinion) -- There’s no clearer sign we’ve reached peak breakup in industrials than a pure-play transportation and logistics company blaming a “conglomerate discount” for its decision to consider cleaving itself into smaller pieces.

XPO Logistics Inc. confirmed late Wednesday that it was exploring strategic alternatives including the possible sale or spinoff of one or more of its units. The review could see businesses that generate as much as 75% of XPO’s revenue jettisoned, with the European, North American and Asia-Pacific supply-chain operations and its European and North American transportation arms all potentially on the block, people familiar with the matter told Bloomberg News. That would leave XPO with its North American short-haul trucking business. XPO CEO Brad Jacobs told Bloomberg TV he’s exploring breakup options because the company is suffering from a “conglomerate discount” and “Wall Street understands pure plays.”

Those are in-vogue words right now for industrial CEOs after an unprecedented wave of breakups. But the majority of those splits involved businesses that had little or only tenuous connections to each other – think the separation of Ingersoll-Rand Plc’s golf cart, tools and pumps business from its HVAC division, or United Technologies Corp.’s breakup of its aviation, climate and elevator businesses. Even controversial breakups such as Honeywell International Inc.’s spinoff of its Resideo Technologies Inc. thermostat and Garrett Motion Inc. turbochargers businesses, or Fortive Corp.’s plan to carve out its legacy industrial products, involved divisions that clearly didn’t fit. XPO is splitting the hairs much more finely. According to its most recent annual filing, the company gets 65% of its revenue from transportation and 35% from logistics.

All the same, the market clearly does love this move. The stock climbed more than 10% on the news, with some of that likely reflecting a squeeze on short sellers who have a 13.1% interest in shares outstanding, according to Markit. Citigroup Inc. analyst Christian Wetherbee estimated a breakup could add as much as $66 a share to XPO’s equity value. And that’s likely appealing for investors looking for a story to bet on amid generally elevated valuations elsewhere in industrial stocks. But it’s hard not to view this breakup plan as a waving of the white flag for a company that was built via consolidation but has struggled of late to get deals done. XPO hasn’t announced a major acquisition since 2015, despite Jacobs’s exclamation in 2017 that he was ready to spend up to $8 billion. Last year, XPO said it would pivot away from M&A and plow billions into share buybacks instead. That helped drive XPO shares to a 40% gain in 2019, despite a recession in freight markets.

With its debt levels rising and little in the way of real earnings growth, keeping the party going presented a challenge. Jacobs laid out a plan in August to add as much as $1 billion of profit by 2022 via cost cuts and new business. Bloomberg Intelligence analyst Lee Klaskow, who noted at the time that such a push carried significant execution risk, says the breakup may be a sign that XPO had already squeezed all it could from the business as far as operating improvements and technology investments.

The point of all of XPO’s M&A activity was to wring costs out of the combined operations and gain more negotiating clout with suppliers. Jacobs told Bloomberg TV that XPO’s combination of businesses had helped it add more than $2 billion of revenue organically. “We actually will lose some bargaining power as smaller companies with vendors because we won’t have the global procurement capability,” Jacobs said. But he thinks smaller, more agile businesses will be more appealing to both customers and shareholders.

When a CEO is talking out of two sides of his mouth, it sure sounds like financial engineering.

To contact the author of this story: Brooke Sutherland at bsutherland7@bloomberg.net

To contact the editor responsible for this story: Beth Williams at bewilliams@bloomberg.net

This column does not necessarily reflect the opinion of Bloomberg LP and its owners.

Brooke Sutherland is a Bloomberg Opinion columnist covering deals and industrial companies. She previously wrote an M&A column for Bloomberg News.

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