拆分公司方法中的split-off 和 spin-off跟npo ipo各有什麼不同？

03-19

spin off 母公司成立新的分支公司，母公司和分支公司都是獨立管理團隊，對母公司不會產生新的現金流，也沒有新股產生。

split off 母公司成立新的分支公司，分支公司發新股，原有股東可以選擇擁有母公司或者新分支公司股票。如果原有股東想有新公司股票，意味著他要放棄一部分母公司股票。

carve out 那就是把這個分支公司獨立成為公司去公開市場上圈錢，能夠給原有公司帶來現金流。類似於IPO

spin off, split off 和 carve out 都是公司實現剝離的方式。carve out是創立一家獨立於母公司的新公司進行ipo，即分拆上市。spin off也是創立一家獨立新公司，但不會進行公開募股，而是按原比例把新公司的股份分給原來的股東，兩家公司股東一樣但管理和經營都是分開的。split off允許母公司股東用老股換取新公司的股份，必須要放棄一部分的老股才能換取相應的新股。

Spin-Off: Division(s)s of the company that become independent companies with separate management, board of directors, and commonshares. Shareholders of the present company are given pro-rata the new shares of the spun-off company, to compensate them for giving up the assets that are given to the spun-off company.

Split-Off (a.k.a. equity carve-outs): similar to spin-offs in that they make a subsidiary of Parent into an independent company. But in split-offs the Parent actually sells to outside investors a minority stake in Newco whereas Parent keeps a controlling stake in the sub as an asset.

摘選：

Divestitures refer to a company selling, liquidating, or spinning off a division or

subsidiary. Most divestitures involve a direct sale of a portion of a firm to an

outside buyer. The selling firm is typically paid in cash and gives up control of the

portion of the firm sold.Divestiture is often used as a generic term for a disposing of assets, so a carve-out, spin-off, or liquidation may also be considered a divestiture.

Equity carve-outs create a new, independent company by giving an equity interest

in a subsidiary to outside shareholders. Shares of the subsidiary are issued in a

public offering of stock, and the subsidiary becomes a new legal entity whose

management team and operations are separate from the parent company.

Spin-offs are like carve-outs in that they create a new independent company that

is distinct from the parent company. The primary difference is that shares are not

issued to the public, but are instead distributed proportionately to the parent

company』s shareholders. This means that the shareholder base of the spin-off will

be the same as that of the parent company, but the management team and

operations are completely separate. Since shares of the new company are simply

distributed to existing shareholders, the parent company does not receive any

cash in the transaction.

Split-offs allow shareholders to receive new shares of a division of the parent

company in exchange for a portion of their shares in the parent company. The key

here is that shareholders are giving up a portion of their ownership in the parent

company to receive the new shares of stock in the division.

Liquidations break up the firm and sell its asset piece by piece. Most liquidations

are associated with bankruptcy.

我是專業翻譯，很多次遇到這幾個詞，也查了一些資料，目前我認為 carve-out 譯作「分拆上市」比較合適，但divestiture, spin-off, split-off 中文譯作「剝離」其實不妥，spin-off, split-off，carve-out其實都涉及新設公司，「剝離」無法體現此意。但我一直也沒想到更合適的譯法，在這裡也請各位大俠賜教：）

以下鏈接貼出來供大家參考，英文對這些術語的解釋比較全面，畢竟這些都是舶來品：

【http://investopedia.com 和 http://businessdictionary.com 都是我常用的，還有https://www.divestopedia.com/dictionary，非常推薦】

http://www.investopedia.com/articles/investing/090715/comparing-spinoffs-splitoffs-and-carveouts.asp

Comparing Spin-offs, Split-Offs and Carve-Outs

http://www.businessdictionary.com/definition/divestiture.html

http://www.businessdictionary.com/definition/spinoff.html

http://www.businessdictionary.com/definition/split-off.html

http://www.businessdictionary.com/definition/carveout.html

https://www.bcg.com/zh-cn/capabilities/mergers-acquisitions-divestitures/divestitures.aspx

Divestitures

Almost half of all divestitures fail to realize value for their shareholders. This is because many corporations treat divestitures as an afterthought. When these companies decide to sell an asset, they tend to focus only on doing a deal, versus structuring that deal to maximize value. Success all boils down to investor education.

There are three main ways for a company to exit a business—through a trade sale, a spin-off, or an IPO. Determining the transaction model that』s most appropriate for the asset in question is not a simple task. It involves a series of complex trade-offs. Start by having a clear understanding of how each model works:

? A trade sale is the sale of a business to another company for some combination of cash and stock. Typically, it is conducted through an auction process to facilitate competitive bidding.

? A spin-off involves creating a new business out of an existing part of the company. Shares in the new entity are distributed directly to a company』s existing shareholders, which in some jurisdictions can result in tax advantages because no cash exchanges hands.

? During an IPO, also sometimes known as an equity carve-out, the former parent company or the new entity sells a portion of its business to public shareholders, while typically retaining some interest in the company.

The option that』s best depends on a variety of factors that are particular to the parent company, the business being sold, and market conditions at the time of the transaction. Often, owners choose to keep multiple options open as long as possible, pursuing a dual-track or even triple-track strategy to maximize flexibility.

想知道和carve out什麼區別

spin off是說一個部門在母公司發展得非常好，並且可能已經有了自己獨立的發展不同於母公司，有能力自己獨立出來，於是獨立出來成為了一個新公司。

carve out是說一個部門在母公司發展的很不好，母公司處於利潤等多重考慮，將這個部門cut off了。

兩個雖然都是將一個部門從母公司分離出來成為一個新公司，但是態度是不一樣的