NACCO Industries Inc., a holding company with subsidiaries in the mining, small appliance and specialty retail industries, announced Aug. 21 that it plans to spin off one of its units — Hamilton Beach Brands Holding Co. — as an independent public company.
The spinoff is expected to be completed in the third quarter of this year.
Richmond, Va.-based Hamilton Beach — the maker of a range of small housewares items including toasters, blenders, coffee makers and other items that use plastics extensively — filed a registration statement with the U.S. Securities and Exchange Commission detailing terms of the spinoff by NACCO of its housewares-related businesses. Hamilton Beach will own and operate the Hamilton Beach Brands Inc. and The Kitchen Collection LLC subsidiaries of NACCO, which will not receive any proceeds from the spinoff.
As a result of the spinoff, NACCO stockholders will receive shares in Hamilton Beach while retaining their shares of NACCO common stock. Shares for NACCO, based in Mayfield Heights, Ohio, closed trading on Aug. 18, at $66.30 per share, near the bottom of its 52-week trading range of $62.15 on the low end to a high of $99.55.
Hamilton Beach will have two classes of stock, in a structure similar to that of NACCO. Under terms of the spinoff, NACCO shareholders will receive one share of Hamilton Beach Class A common stock and one share of Hamilton Beach Class B common stock for each share of NACCO Class A or B stock owned on the record date for the spinoff.
Upon completion of the proposed spinoff, NACCO said its president and CEO, Alfred M. Rankin Jr., 75, will retire, though he will continue to serve as chairman of the NACCO board. J.C. Butler Jr., 56, will become president and CEO of NACCO and will join the board upon Rankin's retirement. Butler also will continue to serve as president and CEO of NACCO's North American Coal business, a role he has held since July 2015.
The spinoff will "create greater flexibility for Hamilton Beach Holding to pursue strategic growth opportunities, such as acquisitions and joint ventures, in the housewares industry because it will have the ability ... to use its stock to raise funds for acquisitions or other growth opportunities," according to the filing.
It also will provide Hamilton Beach "with direct access to equity capital markets and greater access to debt capital markets to fund its growth strategies and to establish a capital structure and dividend policy reflecting our business needs and financial position," the filing stated.
Gregory H. Trepp, 55, will become president and CEO of Hamilton Beach and join its board upon completion of the spinoff. He has been president and CEO of Hamilton Beach Brands Inc. and CEO of The Kitchen Collection LLC since January 2010. Trepp joined Hamilton Beach Brands in January 1996 as director of marketing.
