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B Valuation based on performance of Business B 41 ? Tracking stocks represent shares that are still joined at the hip to the parent (there is no legal separation of the assets or liabilities). The parent and tracking stock operate under one management team and one board of directors, even though the tracking stock finances are reported separately from the parent. 42 ? An option for future restructuring A targeted business may be – spun off, – sold in a public offering, or – divested at any time at the pany?s option. 43 Advantages of Tracking stocks over spinoffs (to the issuer) ? Always a taxfree procedure and if either of the two units were losing money, the earnings from one would offset the losses of the other for tax purposes. ? Borrowing costs for the tracker are usually lower because it relies on its parent has higher credit rating. ? Overhead costs are lower than if the two were separate. If synergies exist between the parent and the tracker, there are added benefits. 44 ? the biggest reason for issuing tracking stock is the potential to goose the parent?s stock price. Companies often feel that Wall Street analysts and investors incorrectly value captive subsidiaries that are overshadowed by the parent. So investment bankers tell them that the creation of a tracking stock highlights pureplays that can be valued higher by the market. 45 ? Tracking deals are least favorite restructuring technique. Tracking stocks have inferior shareholder rights and the potential for serious conflict of interest issues. We believe the biggest drawback with tracking issues is that they are immune from takeovers. 46 47 48 49 ? ATamp。T shareholders approve wireless tracking stock Posted March 16, 2021 , the creation of a tracking stock that will reflect the economic performance of ATamp。T39。s wireless services businesses. ? MCI World Considers Issuing Tracking Stock Posted February 13, 2021 50 Major spinoffs, carveouts, and tracking stocks 51 52