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Will this Move by National Oilwell Varco Pay Off?

National-Oilwell Varco (NYSE: NOV  ) is planning to spin off its distribution business from the rest of the company, creating two standalone, publicly traded corporations. According to National Oilwell Varco's press release on the matter, the new company will have 415 locations and operations in 26 different countries. In addition, the press release states that revenues from this new company will be equivalent to 85% of National Oilwell's distribution and transmission segment revenue for the six months ending June 30, 2013, which was around $2,143 million, or $4,287 million annualized.

If we assume that the new entity will trade at around 1.5x sales (based on National Oilwell Varco's current valuation) then a market capitalization of $6.43 billion is appropriate .

Not so fast
Having said that, MRC Global Inc (NYSE: MRC  ) , an oil services and distribution company, which was spun off from PVF Holdings during 2012, has similar traits to National Oilwell Varco's new proposed distribution company. MRC currently trades at a price-to-sales ratio of 0.5, indicating that National Oilwell Varco's new spinoff could take on a valuation closer to $2.144 billion.

Being honest, I would say that MRC is boring, the company's profits are slim, and growth is illusive; I would expect National Oilwell Varco's spinoff to exhibit the same traits, as it is in the same business. In particular, during the first half of this year, MRC's operating profit margin was a little above 6.8%, which is actually higher than the operating margin of 5% reported by National Oilwell Varco's distribution and transmission segment for the same period. 

All in all, it is likely that National Oilwell Varco's spinoff could be assigned a valuation similar to that of MRC. Still, investors should place some premium on the fact that the new entity will have close ties with National Oilwell Varco, which should boost its product offering and profits.

Demand has been strong for spinoffs
Still, demand for low-margin spinoffs has been high during the past year or so. After its spinoff from ConocoPhillips, Phillips 66 (NYSE: PSX  ) is up 60% year to date. Meanwhile Valero Energy's spinoff of low-margin CST Brands Inc (NYSE: CST  ) quickly saw the stock pop 17% before consolidating to fall back in line with the S&P 500.

That said, these companies were spun off on dismal price-to-sales valuations. CST was launched into the specialty retail sector with a P/S ratio of 0.17, while the sector traded at an average ratio of around 1. Meanwhile, Phillips 66 was spun off on a ratio of 0.13, bearing in mind its closest competitor, Hess, is currently trading at a P/S ratio of 1, making Phillips 66 look cheap on a revenue basis, as Phillips 66 is nearly five times larger than Hess.

Since the spin-off, Phillips' stock has outperformed that of its parent company.

Still, like MCR both Phillips and CST have since fallen out of favor with the market. Phillips has been hurt by a general decline in profitability throughout the refining sector as the Brent-WTI spread closed, and CST has been hurt by falling earnings, which were down around 50% year on year at the end of the second quarter.  

Growth ahead
Admittedly, information surrounding National Oilwell Varco's spinoff is currently thin as the deal is yet to be voted through by both the board and shareholders. Additionally, the company is yet to reveal how much it will receive from the spinoff and how many shares it will make public.

That said, after the spinoff the two companies will be better placed to grow through acquisitions than one company by itself. It appears that National Oilwell Varco's management is already well aware of this as the word "growth" is mentioned many times within the press release announcing the spinoff. However National Oilwell Varco structures the deal, the company is likely to make money in the long term, opening the door to growth through acquisitions or shareholder returns in the future.

What's more, National Oilwell Varco had a net-debt-to-asset ratio of only 5% at the end of the fiscal second quarter, keeping this debt on its balance sheet, as the parent would give the new spinoff company a clean bill of financial health, allowing it to acquire competitors.

Foolish summary
Although the future is uncertain, it is likely that National Oilwell Varco's spinoff will be rewarding for both the company and investors. The new entity should have a clean balance sheet, so it'll be able to buy up growth. Furthermore, spinning off its low-margin distribution business should improve National Oilwell Varco's profitability and open up the possibility of acquisitions, buybacks, or higher dividends. 

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Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On October 21, 2013, at 3:34 PM, Yamman wrote:


    Thank you for the informative report. I have never held a stock in this position. Can you speculate on the outcome as to does a current holder receive stock of the new company? or is there a redistrivution of the original shares of NOV? I am a little leary of NOV currently as I have held it for a whle and it seems to not be moving too much, also the earnings report is out on Friday yet not really much banter going on.

    Thanks for any info you give and rest assured not holding you to it.

  • Report this Comment On October 22, 2013, at 5:00 AM, RupertHargreav wrote:

    Hi Yamman,

    Usually with this kind of spin-off an investor will receive stock in the new company in proportion to their existing holding in NOV. Much like a dividend.

    I too am wary about NOV's growth prospects but the spin-off of its low margin business, along with the positive earnings reports coming out from its peers during the last week or so have given me a more positive view on the company.

    Still, if I remember correctly the last two earnings releases for the company were met with sharp downward corrections, so i'm slightly concerned.

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