On June 25, 2025, Ralliant Corp. (NYSE:RALW), a spin-off of Fortive Corp (NYSE:FTVW) (NYSE:FTV) commenced when-issued trading on the NYSE.

Earlier on September 4, 2024, FTV announced plans to separate its Precision Technologies business into a separate publicly listed company, Ralliant Corp, via a tax-free spin-off transaction. The parent will retain the Intelligent Operating Solutions (IOS) and Advanced Healthcare Solutions (AHS) business segments, boasting a portfolio with 50% recurring revenue. We see the spin-off as a move to streamline operations and accelerate business growth, thereby unlocking value for shareholders. The spin-off will allow Fortive to focus on high-growth, high-margin businesses in software and connected devices. The Precision Technologies business is more capital-intensive and has stable but slower growth than the parent. The separation will allow Ralliant to allocate capital and resources more efficiently towards its needs, such as R&D for advanced instrumentation or acquisitions within its niche.

The record date for the distribution of Ralliant shares was June 16, 2025. Each FTV shareholder will receive 1 share of Ralliant for every 3 shares of FTV held as of the record date. The regular-way trading will begin on June 30, 2025. Ralliant will trade under the ticker ‘RAL' and Fortive (ex Ralliant) will continue to trade under the ticker ‘FTV'. The spin-off of Ralliant will be effective on June 28. The transaction is intended to qualify as tax-free to Fortive shareholders.

Following the completion, Olumide Soroye, the current leader of Fortive's intelligent operations division, will assume the position of CEO. Meanwhile, Tami Newcombe, the current overseer of the Precision Technologies and Advanced Health-Care units, will take charge of Ralliant Corp.

As part of the transaction, FTV (ex RAL) will receive $1.15 billion in dividend from Ralliant Corp. RAL will assume debt to pay the cash dividend to FTV and commence its journey as a standalone company with a leverage of 1.9x.

INVESTMENT HIGHLIGHTS

Fortive (ex Ralliant)

Post the separation, Fortive will comprise the portfolio brands such as Accruent, Fluke, Gordian, Censis, Provation, currently operating under Fortive's two business segments – Intelligent Operating Solutions (iOS) and Advanced Healthcare Solutions (AHS). The two business segments generate nearly 50% recurring revenue and have demonstrated lower volatility across cycles.

FTV (ex Ralliant) will be $4 billion in revenues, with 65% adjusted gross margins and 29% adjusted EBITDA margins. The business generated about $1 billion in free cash flow over the last twelve months with an adjusted net income to FCF conversion of more than 100%. Over the last five years, it has delivered 4% core revenue CAGR.

Intelligent Operating Solutions (IOS). IOS is Fortive's largest segment, accounting for nearly 70% of the revenue post spin-off. It houses flagship brands such as Fluke (electrical and industrial test tools), Industrial Scientific (gas detection and worker safety), Accruent and Gordian (enterprise asset management), and ServiceChannel (facility maintenance SaaS platform). The segment serves diverse end markets predominantly industrial, government, retail & consumer. Geographically, U.S. accounts for the largest revenue contribution at 56% of total, followed by Europe at 17% and China at 8%.

Advanced Healthcare Solutions (AHS). The AHS segment supplies critical workflow solutions critical for patient care. This includes instrument sterilization solutions, instrument tracking, biomedical test tools, radiation detection and safety monitoring, and end-to-end clinical productivity software and solutions. The AHS segment has a recurring revenue base at nearly 80% with adjusted EBITDA margins in high 20s. The addressable market across AHS verticals exceeds $10 billion, with low single-digit to mid-single digit growth potential.

Capital Structure. As part of the transaction, FTV (ex RAL) will receive $1.15 billion in dividend from Ralliant Corp. Of which, $700 million will be used to repay debt. The remaining will be used for share buyback under its $550 million share repurchase authorization program. Pro forma debt post spin-off is expected to be $3.2 billion, with cash & cash equivalents at $1.2 billion. Based on TTM Q1 2025 adjusted EBITDA, leverage is 2.7x, with the target to bring it down to 2.5x in the next 12-18 months.

Ralliant Corp

Ralliant Corp will include the Precision Technologies business comprising a portfolio of brands such as Gems, Tektronix, Setra, Qualitrol, among others. It offers advanced instrumentation and precision measurement solutions to aerospace, defense, electronics, automotive, and industrial manufacturing.

The Company will operate via two segments – Test and Measurement (~56% of total sales) and Sensors and Safety Systems (44% of total sales).

Capital Structure

As part of the transaction, Ralliant will issue new debt of $1.15 billion via a term loan. The proceeds will be used to fund the cash distribution to Fortive. Pro forma cash post the transaction will be $150 million, implying a net debt of $1.0 billion. Additionally, RAL will have access to a total liquidity of $900 million comprising an undrawn revolving credit facility of $750 million and $150 million in undrawn term loans. Based on TTM Q1 2025 adjusted EBITDA, leverage is 1.9x, which is within the Company's target range of 1.5x-2.0x.

Financial Outlook

FTV (ex RAL)

We expect FTV (ex RAL) to deliver revenue growth of 3.6% in FY25. We expect margins to expand, supported by higher mix of recurring revenue and operating leverage. As such, we model EBITDA margins of 29% in FY25, up 50 bps YOY. The combination of solid revenue growth and margin expansion should drive EPS higher. We model adjusted EPS of $2.56 in FY25, up 6% YOY.

*Source: GSBR Research Estimates, Company filings*

Ralliant Corp (RAL)

We expect RAL to deliver revenue growth of 3.5% in FY25 and 4.0% in FY:26. We expect adjusted EBITDA to grow faster than revenue, implying margin expansion. As such, we model EBITDA margins of 23.7% in FY25 and 23.9% in FY:26. We forecast adjusted EPS of $3.40 in FY25 and $3.60 in FY26.

Valuation

FTV (ex RAL)

We value FTV (ex RAL) using the EV/EBITDA multiple. We value IOS segment at 19x 2026E adjusted EBITDA of $1,049 million, and ASH segment at 12.6x 2026E adj. EBITDA of $395 million, in line with the peer group average. Corporate expense is valued at 12x. We use debt of ~$3.2 billion and cash of $1.2 billion (factoring in ~$1.15 billion of proceeds from RAL which will be used to pare debt). We assume ~339 million shares outstanding. Our 12-month price target is $62.70.

Ralliant Corp (RAL)

We value RAL using the EV/EBITDA multiple. We apply a multiple of 12.4x 2026E adjusted EBITDA of $557 million, at a discount to the peer group average given RAL's lower growth and margin profile and higher debt. We assume ~113 million shares outstanding. Our 12-month price target is $52.40.

Conclusion: Of the two, Fortive (ex RAL) seems a better investment opportunity and could attract higher investor interest given its higher margin profile, reducing debt and share buyback program.

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