Liberty Media Corporation (NDAQ: LMDIA) announced that its board is taking steps to convert the tracking stock for Liberty Entertainment into shares in a subsidiary that would hold the unit's assets. In effect, Liberty Media Corporation will spin-off Liberty Entertainment into its own independent public company. This division includes DirecTV Group, Starz Entertainment, FUN Technology, Liberty Sports Holdings, GSN and Wild Blue Communications.
The current plant would put 50% of DirecTV; 100% of Starz, FUN and Liberty Sports; 50% of GSN; and 37% of WildBlue into the new subsidiary. Liberty Entertainment would also be responsible for about $2 billion in debt, which was incurred when the company acquired DirecTV from New Corporation in April. The move will be tax free for existing holders of the tracking stock and will result in a new company called Liberty Entertainment Inc.
Spin-offs like this one can represent opportunity for investors willing to get their hands dirty. Successful spin-offs occur parent companies are looking to unload debt onto a new public entity while divesting their non-core assets. Liberty is a good example in that they are unloading their debt, but they are only giving up a portion of their stake in their entertainment subsidiaries. This means that the new subsidiary will not have complete control over the future of some divisions.
Successful spin-offs also rely on well-incentivized management to take the reins and work to unlock value in the divisions. Unfortunately, Liberty Entertainment will not only lack the control over key divisions, but will also be run by the same management as the parent. Combined, these factors mean that management may be less likely to take action to unlock value or take dramatic measures to improve the businesses.
In the end, Liberty Entertainment's spin-off does not share many of the characteristics that make spin-offs attractive for investors. The only remaining benefit is the fact that investors can assign the entertainment division with a higher valuation given the pure-play nature.
