Project Flight: GE Aerospace Carve-Out
Strategic equity investment thesis identifying a unique Carve-Out Optimization opportunity. The market is mispricing the asset due to "TSA Fog"—transition costs masking true earnings power.
Target IRR
22.4%
Target MOIC
2.8x
Entry Multiple
18.5x EBITDA
Target
GE Aerospace
01. Executive Summary
Investment Thesis
We recommend a strategic equity investment in GE Aerospace following its independent launch. While broader markets view this as a "Beta" play on aviation super-cycles, our thesis is an "Alpha" play on Carve-Out Optimization.
Core Opportunity: The market is currently mispricing the asset due to "TSA Fog"—the operational opacity of transition costs masking the entity's true earnings power.
"By aggressively unwinding Transition Services Agreements (TSAs) and rationalizing legacy SG&A, we project 250bps of EBITDA margin expansion independent of volume growth."
The Opportunity
- • $638M TSA cost removal potential
- • Entry at 18.5x vs. peers at 35x
- • Target exit EBITDA margin: 23.9%
- • 5-year hold with 22.4% IRR base case
Key Metrics
- • 2025E Revenue: $42.5B
- • Pro-Forma EBITDA: $9.6B
- • Separation Budget: $1.2B
- • Working Capital Outflow: $500M
02. The EBITDA Bridge: Uncovering "Alpha"
The following bridge normalizes LTM financials to account for standalone public company costs and the eventual removal of legacy conglomerate overhead.
| Component ($M) | Amount | Margin | Rationale |
|---|---|---|---|
| 2025 Est. Reported Revenue | $42,500 | -- | Based on Guidance |
| Reported Operating Profit (+ D&A) | $9,700 | 22.8% | LTM Basis |
| Est. Standalone Public Co. Costs | ($150) | -- | Board, SEC, IR |
| Pension Svc Cost Adjustment | ($200) | -- | Legacy obligations |
| TSA Cost Removal (Run-Rate) | $638 | +1.5% | 1.5% of Sales |
| Standalone IT/HR Replacement | ($340) | -0.8% | Modern ERP deployment |
| Pro-Forma Adjusted EBITDA | $9,648 | 22.7% | Recurring Power |
| SG&A Rationalization (Year 3) | $500 | -- | Peer Parity (9% of Sales) |
| Target Exit EBITDA | $10,148 | 23.9% |
03. Separation Considerations & TSA Wind-Down
Execution requires managing $1.2B in one-time separation costs over 24 months (IT migration, rebranding, and severance). Additionally, we anticipate a $500M working capital outflow in Year 1 as Days Payable Outstanding (DPO) normalizes from 60 to 45 days.
TSA Wind-Down Tracker
Target Separation: 24 MonthsVisualization of the 18-month migration from legacy GE Infrastructure to a "Clean Sheet" standalone ERP.
Legacy TSA Cost (1.5% Sales)
$638M
Projected Net Savings
+$298M
04. Returns Sensitivity (5-Year Hold)
Entry is priced at 18.5x LTM Adjusted EBITDA, a discount to premium peers like Heico (35x) and Safran (20x). We model a base-case exit at 20.5x.
| Exit Multiple | 18.5x | 19.5x | 20.5x (Base) | 21.5x |
|---|---|---|---|---|
| IRR | 18.2% | 20.1% | 22.4% | 24.1% |
| MOIC | 2.3x | 2.5x | 2.8x | 3.0x |
05. Sources & Methodology
- [1] Investment Thesis: "Alpha" designation based on internal comparison of carve-out cost structures vs. standard aviation cycle beta.
- [2] TSA Opacity: Transition Services Agreement details sourced from Form 10, "Separation and Distribution Agreement" section.
- [3] Financial Normalization: Adjustments based on Article 11 Pro Forma Financial Information per Regulation S-X.
- [4] Revenue Guidance: GE Aerospace 2025 Guidance, Investor Day Presentation (Slide 44).
- [5] Public Costs: Estimated standalone governance costs sourced from S-1 Registration Statement.
- [6] TSA Valuation: 1.5% of Sales estimate derived from legacy intercompany allocation tables. View 10-K Note 2.
- [7] Separation Budget: $1.2B one-time cost guidance from 8-K Filing.
- [8] Peer Benchmarking: CapIQ data for Safran (SAF.PA) and Heico (HEI) as of Jan 2, 2026.