Shedding a business structure rooted in Hawaii’s territorial past, Alexander & Baldwin Inc. announced Thursday it will become separate companies, one focused on real estate and agriculture and the other on transportation.
The move was driven largely by the reality of the marketplace in which old-style conglomerates like A&B have difficulty attracting investors, company officials said.
The restructuring, which the company’s board of directors unanimously approved, is expected to have virtually no impact on customers or vendors in any of A&B’s lines of business, company officials said. They also said they expect no "net job losses" as a result of the separation.
The real estate and agriculture operations will retain the name Alexander & Baldwin, while the transportation business will carry the name Matson, which is the A&B subsidiary that operates the company’s shipping and logistics businesses. Both companies will be publicly traded and based in Hawaii. Matson is now headquartered in Oakland, Calif.
Company officials said although there had been periodic discussions in the boardroom about separating the 141-year-old company, no action was taken because they were not fully convinced each piece of the company was strong enough to stand on its own.
"The reason why it makes sense now is that we have succeeded in growing our real estate business to the point where it is equal to Matson in terms of earnings," said Stanley Kuriyama, A&B president and chief executive officer. "Both companies are going to be very large public companies in Hawaii and very strong financially."
The news, which was released after the market closed, was well received by investors. Shares rose $3.55, or 9.3 percent, to $41.61 in after-hours trading.
Analysts that follow A&B said the stock gain suggests that investors believe the sum of A&B’s parts is worth more than the company as a single entity.
A&B Chairman Walter Dods said the board of directors was aware of that view.
MATSON
» Established: 1901
» Headquarters: Oakland, Calif.
» Employees: 1,175
» CEO: Matthew Cox
» Operating profit: $104 million for 12 months ended Sept. 30
» Major assets: 17-ship fleet, about 47,000 containers; terminal facilities in Hawaii; 35 percent stake in West Coast terminal operator SSA Terminals
» Subsidiaries or divisions: Matson Logistics, Matson Terminals
ALEXANDER & BALDWIN, INC.
» Established: 1870
» Headquarters: Honolulu
» Employees: 1,000
» CEO: Stanley Kuriyama
» Operating profit: $102 million for 12 months ended Sept. 30
» Major assets: 88,000 acres of Hawaii land primarily on Maui and Kauai; 7.9 million square feet of retail, office and industrial property in Hawaii and on the mainland
» Subsidiaries or divisions: A&B Properties, Hawaiian Commercial & Sugar Co., McBryde Resources Inc., Kauai Commercial Co., Kahului Trucking & Storage Inc.
|
"Conglomerates seem to trade at a discount. The market is looking more and more for companies that are focused and that have missions that are aligned," Dods said. "And that’s something that has weighed on us."
A&B’s low profile in the investor community is evidenced by the fact that only two stock analysts follow the company. Hawaiian Telcom, by comparison, has six analysts following it.
Each A&B shareholder will receive one share of stock in each of the two new companies for each share of A&B stock they hold after the separation.
The separation is expected to be completed in the second half of 2012. The price of the shares after the split will be determined by the market, company officials said. A&B will hold a series of meetings with investors around the country to provide price guidance and answer questons.
Matson will pay a dividend of 50 cents to 70 cents a share annually, lower than the current A&B dividend of $1.26 a share.
The post-split A&B will not pay a dividend.
Sheila McGrath, an analyst who covers A&B for Keefe, Bruyette and Woods in New York, said the company’s announcement caught her by surprise.
"It’s been talked about for a very long time; I just hadn’t anticipated it coming at this time," she said. "Over the long term this will be a positive."
There was a time in Hawaii’s history when having transportation, real estate and agricultural operations under one roof made sense, McGrath said.
But the stock arguably had become an "orphan stock with the transportation analysts not wanting to deal with valuation of the real estate business and vice versa," she said.
McGrath said investors will welcome the opportunity to take a stake separately in a "unique real estate company with income-producing assets" and a "niche, quality transportation company."
Dods and Kuriyama said the decision to break up the company was not the result of pressure from any of A&B’s larger shareholders, including New York hedge fund manager Bill Ackman, who bought a 10 percent stake in the company in March.
"Every year or two we have outside investors who come in and have particular points of view. We take what they say seriously because they are smart people. And we’re open to their ideas as well as anybody else’s," Dods said.
"It was not a new idea to us, but we respect him (Ackman) and the research they did on us. But honestly I can say that he did not come after us with a sledgehammer or machine gun and say, ‘It’s my way or the highway.’"
Under the post-split management structure, Kuriyama will serve as chairman and CEO of A&B. Christopher Benjamin, president of A&B Land Group, will serve as A&B’s president and chief operating officer. Paul Ito, the company’s controller and assistant treasurer, will become A&B’s chief financial officer.
Dods will give up his position as chairman of A&B to become chairman of Matson. Matthew Cox, president of Matson, will serve as its president and CEO. Joel Wine will leave his post as A&B’s CFO to become Matson’s CFO.
Each company will have an independent board of directors with industry-specific expertise, according to A&B.
The deal: Major terms of the proposed A&B/Matson split
» Timing: Completion expected in the second half of 2012.
» Jobs: No net loss of jobs is planned, though some employees will be shifted between A&B and Matson.
» Stockholders: Holders of A&B stock will be given an equal number of shares in a new Matson stock.
» Stock price: Will be determined by the market. A&B shares closed Thursday at $38.06, up 17 cents, before the split announcement. In after-hours trading, A&B stock jumped 9 percent, or $3.55, to $41.61. A&B stock year-to-date is down 5 percent, and over 52 weeks has traded between $54.47 and $33.16.
» Stock listing: Shares of both companies would trade on the New York Stock Exchange.
» Stock dividends: A&B will forgo any initial dividends. Matson’s dividend is projected to be 50 to 70 cents per share annually.
» Debt: 40 percent of A&B debt will be retained by A&B, with Matson holding the balance. Some debt might need to be refinanced.
» Board of directors: Each company will have a separate board of directors.
» Tax impacts: The split is expected to be tax-free, but that needs to be confirmed by the Internal Revenue Service.