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A Honeywell Breakup Would Set Up Monster-Sized Deals


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Separating its aerospace and automation arms, like Elliott has suggested, would make moonshot combinations with the likes of GE and Rockwell more plausible.

Honeywell is facing pressure from activist investor Elliott Investment Management to break up.
Honeywell is facing pressure from activist investor Elliott Investment Management to break up. Photographer: Carla Gottgens/Bloomberg

Bloomberg News

Breaking Honeywell International Inc. up would make the company simpler. It would also create opportunities for monster-sized deals.

Elliott Investment Management this week disclosed a more-than $5 billion stake in Honeywell, one of the last remaining large industrial conglomerates, confirming an earlier Bloomberg News report. Elliott is pushing for Honeywell to carve out its aerospace arm into a standalone entity, echoing an idea that was initially floated by fellow activist investor Third Point LLC in 2017, which was ultimately dismissed by the company.

Such a split would leave behind a still-jumbled mix of automation and energy businesses. But it would be less complicated than the sprawl of pressure gauges, cockpit controls, building management systems, warehouse robots, fuel processing technologies and bar code scanners that will remain after Honeywell follows through on its preexisting plan for a more token simplification. That agenda includes spinning off its advanced materials arm and selling its facemask unit.

According to Elliott, Honeywell shares could be worth as much as 75% more over the next two years if the company breaks up in a more material way. It bases this on the valuations of peers and an assumption that a more focused company will be easier to manage and more appealing to investors. “The conglomerate structure that once suited Honeywell no longer does, and the time has come to embrace simplification,” Elliott partner Marc Steinberg and managing partner Jesse Cohn wrote in a letter to the company’s board.

Struggling to Stand Out

Honeywell shares have been under pressure despite a robust performance in its aerospace business

Source: Bloomberg

It’s not part of the activist investor’s math, but a Honeywell aerospace company and a (mostly) Honeywell automation company would also both be able to contemplate deals that would be impossible in the current conglomerate structure. The two mega-sized options that investors and analysts salivate over are a combination of Honeywell’s control systems businesses with Rockwell Automation Inc. and an aerospace-focused reboot of its failed merger with General Electric Co., which now does business as GE Aerospace.

Either scenario would create a juggernaut. But Rockwell is a $32 billion pure-play automation company, while GE Aerospace is now an almost-$200 billion jet-engine giant that’s been restored to its former glory. These aren’t the kinds of transactions that can be done with “an automation, aerospace and sustainability-focused technology company” — as Chief Executive Officer Vimal Kapur has described Honeywell.

Honeywell has historically specialized in process automation, which focuses on products produced in batches, such as chemicals or oil derivatives, but it also sells warehouse robots and productivity tools such as bar code scanners. Rockwell’s traditional expertise is in discrete manufacturing, which deals with distinct, countable items such as appliances or cars on a factory assembly line, and hybrid automation, which involves a blending of the two approaches in the same environment for goods like bottles of laundry detergent or of shampoo.

Rockwell and Honeywell’s automation businesses would be an almost perfect fit — and a particularly interesting one with the threat of sky-high tariffs under a second Trump administration. Those levies would likely accelerate manufacturers’ efforts to bring factory work back to the US. Inevitably, such a reordering of global supply chains will require significant investments in automation to be cost effective.

The prospect of combining all kinds of automation technologies into one company was what drove Emerson Electric Co. to try to buy Rockwell in 2017. The deal failed but the idea didn’t: Both Emerson and Rockwell on their own have been striking smaller deals to build out a more well-rounded offering.

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Carving Up the Pie

Aerospace is Honeywell’s largest business. Revenue for 2023:

Source: Bloomberg

After its own three-way split, GE Aerospace is now primarily a jet engine manufacturer. This has suited the company just fine: Business is booming as stubborn supply-chain challenges give key parts makers more pricing power and boost demand as airlines fly older planes longer. GE Aerospace shares are up 75% so far this year.

But the extent to which GE Aerospace’s operations are concentrated on jet engines is unique. Most peers have diversified more aggressively into other parts of the airplane or built up their defense operations. Jet engines are a capital-intensive business, and it’s helpful to have other divisions that generate cash flow that can be used to fund development cycles or steady the ship through more challenging moments. Honeywell’s cockpit controls, auxiliary power units and wheels and brakes would be highly complementary.

The central roadblock to such transformational transactions is antitrust pushback. But bankers expect the incoming Trump administration to reverse President Joe Biden’s tougher stance on dealmaking and take a light touch on merger reviews.

GE tried to buy all of Honeywell in the early 2000s under former CEO Jack Welch. He walked away after European regulators blocked the combination, arguing that bundling so many different aerospace parts and services together would give the company too much power. This was a novel antitrust argument at the time; traditionally, regulators focus on specific product overlap. When the companies appealed, an EU court upheld the ban on the deal but was critical of regulators’ argument about the conglomerate effect. EU regulators had taken particular issue with the competitive advantages offered by GE’s aircraft leasing business — which it now no longer owns.

Many of Honeywell’s one-time conglomerate peers, including Emerson, GE and the former United Technologies Corp., have since unraveled themselves and used their breakups (often combined with large acquisitions) to redefine their identities. Emerson is now an automation and software company, while GE Aerospace and the new entity RTX Corp. (the combination of United Technologies’ aerospace and defense businesses with missile-maker Raytheon) are aerospace and defense behemoths. Honeywell could be both of those things, but not at the same time.

Under CEO Kapur, Honeywell has lumped its businesses into the three “megatrends” of automation, aerospace and the energy transition. It has struggled to get the valuation credit for these themes that more-focused peers have been able to command. While investors like each of these trends on their own, the logic of packaging them all together in one labyrinthine structure has never been clear.

Honeywell’s sales and earnings growth has been middling, as trouble spots at one or another of its myriad businesses overwhelm strong performances elsewhere. The industrial giant has announced $10 billion of acquisitions over the last two years — a big number even for a company of its size. It’s also a notable ramp up in activity after Honeywell largely avoided the deal market for years. And yet it has seemed like Honeywell is simply cramming more books — radio frequency technologies, security access systems, liquefied natural gas processing equipment — onto an already crowded and bowing shelf.

Mixed Performance

Honeywell’s various businesses grow at different rates, resulting in a more muddled picture at the corporate level

Source: Bloomberg

Honeywell says it welcomes Elliott’s feedback. After announcing the advanced materials spinoff in October, CEO Kapur had indicated more simplification was coming, although it’s unclear if he meant to the degree that the activist investor is proposing. “There are still more opportunities we continue to work on,” Kapur said. “Please stay tuned.”



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