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.

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Hill-Rom Holdings, Inc. (NYSE: HRC) shares could be headed higher after a popular hedge fund disclosed a large stake. Breeden Capital Management disclosed a 5.25% stake in the provider of medical technologies and equipment, which is up from its stake disclosed in the second quarter. The language in the Schedule 13D filing with the SEC was fairly standard, however, reserving the right to contact management but detailing very little.

Shares of Hill-Rom are up 6.5% for the year-to-date after spinning off from parent Hillenbrand Industries. During its last quarter, Hill-Rom reported better-than-expected earnings and raised its full-year outlook. Fundamentally, the stock is trading with a PEG ratio of 1.56, which implies that it is valued higher than its peers even considering its higher growth. On average, analysts have a "hold" rating on the stock with a 12-month price target of $33 per share.

Breeden Capital Management is known as an activist hedge fund among investors and is led by Richard Breeden - a former Chairman of the Securities and Exchange Commission (SEC). The hedge fund is no stranger to activism and many are speculating that it may be interested in taking some action in this holding. Others suggest that they may simply be interested in the upside that often results from a company spun off from a parent. Regardless, their involvement makes the stock worth watching.

Hill-Rom Holdings, Inc., formerly Hillenbrand Industries, Inc., is the manufacturer and provider of medical technologies and related services for the health care industry, including patient support systems, non-invasive therapeutic products for a variety of acute and chronic medical conditions, medical equipment rentals and health information technology solutions. Hill-Rom's product and service offerings are used by healthcare providers across the healthcare continuum in hospitals, extended care facilities and home care settings.

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Aladdin Knowledge Systems Ltd. (NDAQ: ALDN) shares could be worth $13 a share if one activist shareholder gets their way. Jasmine Holdco LLC, which owns a substantial stake in the company, nominated its own slate of directors to conduct a fair process to maximize shareholder value and provide better corporate governance and oversight for the company. The hedge fund also exercised their right to call a special shareholders meeting within the next two months, made possible under Israeli law.

Jasmine Holdco previous announced on August 21st that it submitted a proposal for the company to acquire all outstanding shares of Aladdin by way of a merger transaction for $13 per share in cash. This offer represents a 50% premium over Aladdin's stock price prior to making public market purchases and a 35% premium over its initial 13D filing on August 7th. The letter also described an alternate proposal to acquire Aladdin's DRM business for $125 million to $135 million in cash.

"Repeated attempts to engage Aladdin in constructive discussions about a transaction to combine part or all of Aladdin with SafeNet have produced no results. Aladdin has rejected all of our proposals and has offered no basis for their conclusions and no strategic plan or valuation approach that would result in greater shareholder value than either of the two Jasmine proposals," said David Fisherman on behalf of Jasmine.

"Jasmine is left with no choice but to call an Extraordinary General Meeting of Shareholders. The current Board and management team do not appear to have a genuine interest in exploring Jasmine’s proposals or other value-maximizing avenues for its shareholders. We are eager to continue discussions with our fellow shareholders regarding the state of the company and look forward to joining them in setting Aladdin on a path to maximize shareholder value."

SafeNet is a global leader in information security. Founded 25 years ago, the company provides complete security utilizing its encryption technologies to protect communications, intellectual property and digital identities, and offers a full spectrum of products including hardware, software, and chips. UBS, Nokia, Fujitsu, Hitachi, Bank of America, Adobe, Cisco, Microsoft, Samsung, Texas Instruments, the U.S. Departments of Defense and Homeland Security, the U.S. Internal Revenue Service and scores of other customers entrust their security needs to SafeNet. In 2007, SafeNet was acquired by Vector Capital, a $2 billion private equity firm specializing in the technology sector. For more information, visit www.safenet-inc.com.

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