In this article, we will explore the impact and relevance of Equity carve-out in various contexts. Equity carve-out has been an object of study and interest throughout history, and its influence extends to different areas and disciplines. Since its appearance, Equity carve-out has provoked debates, discussions and reflections, generating a wide spectrum of opinions and interpretations. Through rigorous analysis, we will examine the many facets of Equity carve-out, its evolution over time, and its importance today. This article seeks to provide a comprehensive and detailed view of Equity carve-out, with the aim of enriching and expanding knowledge on this topic.
Equity carve-out (ECO), also known as a split-off IPO or a partial spin-off, is a type of corporate reorganization, in which a company creates a new subsidiary and subsequently IPOs it, while retaining management control.[1][2] Only part of the shares are offered to the public, so the parent company retains an equity stake in the subsidiary. Typically, up to 20% of subsidiary shares is offered to the public.
The transaction creates two separate legal entities, the parent and the daughter company, each with its own board, management team, CEO, and financials. Equity carve-outs increase the access to capital markets, giving the carved-out subsidiary strong growth opportunities, while avoiding the negative signaling associated with a seasoned offering (SEO) of the parent equity.
If the parent company wants to fully divest the subsidiary, then an equity carve-out allows a prior evaluation of the subsidiary's market value and creates a credible transaction history.
In equity carve-out, the firm sells shares of the divested subsidiary to the public and retains a portion, which is often significant and represents controlling ownership of the subsidiary.[3]
Challenging accounting issues can arise when acquiring carve-outs. Carve-out entities need a clear understanding of what their new stand-alone status means in terms of numerous accounting concepts and they must establish accounting policies in line with their operations.[4]