Know Your Valuation For Equity Compensation (And Avoid the Perils of a 409A)
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Transcript of Know Your Valuation For Equity Compensation (And Avoid the Perils of a 409A)
MEMBER OF PKF NORTH AMERICA, AN ASSOCIATION OF LEGALLY INDEPENDENT FIRMS © 2010 Wolf & Company, P.C.
Know Your Valuation For Equity Compensation (and Avoid the Perils of 409A)
Exclusively for
2
Introductions
• Scott Goodwin – Wolf & Company, PC– Member of the Firm– Technology Services Team Leader– TCN board of directors and program committee chair
• Zak Nugent – Scalar Analytics– Chief Executive Officer – Overseen more than 2,000 valuations engagements– Board Member of Excalibur Industries, Inc.
3
Who is Wolf & Company?
• Boston based, regionally focused
• 19 owners and 200 professionals in three offices
• Niche focused– Technology Services Team
• Provide our clients with direct access to owner-level expertise
• Ability to grow with you
4
Who is Scalar Analytics?
• International valuation firm– Tax, Financial Reporting, Transaction Advisory, Litigation
Consulting • Performed more than 3,500 valuation engagements
– VC/PE backed companies, VC/PE funds, public companies• Industry expertise in technology, life science, and
consumer product companies
5
Agenda
• Overview of stock compensation plans• Overview of IRC Section 409A• The who, what, why and how of valuations• Q&A
6
Stock Compensation Overview
• Common forms of stock compensation– Founders shares
• Not really compensatory• Beware of retroactive vesting provisions• How long can you issue them?• Other issues
– Founders coming and going
7
Stock Compensation Overview
• Common forms of stock compensation– Option
• Incentive Stock Options (“ISOs”) – tax treatment– No tax at issuance– No tax upon vesting– No tax upon exercise– Only taxable upon sale of underlying stock– Ability to get LT cap gain tax
• ISO criteria– 8 criteria for being considered an ISO– Three of the more important ones
» Issued under a formal written plan» Exercise price >= FMV of stock» Can’t be issued to non-employee
8
Stock Compensation Overview
• Common forms of stock compensation– Options
• Non-quals (“NQs”) - tax treatment– No tax at issuance– Taxable income equal to the difference between FMV of the stock and the exercise
price– Ordinary income
» Possible additional tax when stock sold• Factors to consider when issuing options
– Tax advantages– Less immediate dilution– Keep stock in few hands for longer– Difficult to value and account for
9
Stock Compensation Overview
• Common forms of stock compensation– Restricted stock
• Generally common stock with vesting or repurchase rights• General tax treatment
– Taxed as the shares vest– Taxable amount based on FV of shares on the date of vesting– Ordinary income
• Factors to consider– Can be tax advantages
» 83(b) elections» Start LT cap gain clock ticking
– FV is easier to establish for a share of stock than an option– Better understood by recipients– True dilution– End up with more shareholders
» Consideration when you want to pay vendors with shares. Do you want them as shareholders?
10
Overview of IRC Section 409A
• What is it?– Part of the IRC – issued by the IRS
• No impact on accounting rules– Very comprehensive and far reaching impact/scope– Regulation governing a wide array of non-qualified deferred
compensation arrangement, including options• “Deferred compensation” – legally binding right to receive compensation in
one tax year that is or may be taxable in a subsequent tax year– Reaction to perceived abuses from some earlier scandals
including the option back-dating scandal
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Overview of IRC Section 409A
• How does it impact stock compensation?– Can no longer safely issue options using a rule-of-thumb or simple
board approval– In-the-money options are impractical– 409A has forced companies to get outside valuations of their
stock in order to appropriately set exercise prices– 409A has forced companies to be more disciplined in their
granting process
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Overview of IRC Section 409A
• What is the worst that could happen?– An option issuance intended as an EE benefit could cause tax
problems for the recipient– Lose the tax benefits of ISOs– EE’s perspective
• Ordinary income in the periods in which options VEST rather than when they are exercised
• Regular tax rates (rather than cap gains)• 20% penalty• Possible interest and penalties for late payment or underpayment
– ER’s perspective• Very unhappy employees!• Withholding obligation• ER portion of employment taxes• Possible responsibility for EE’s portion of withholdings• Possible legal liability if sued by EE
13
Overview of IRC Section 409A
• What do you as an entrepreneur need to know to stay out of trouble?– With respect to options
• ISOs– These have always been required to be recorded at FV so 409A really didn’t change
anything– But did provide some guidelines that should be followed related to valuation
• Non-quals– Will need to deal specifically with 409A
– General 409A compliance requirements• Exercise price >= FMV of underlying common stock at grant date• FMV must be determined by the “reasonable application of a reasonable
valuation methodology”
14
Overview of IRC Section 409A
• What do you as an entrepreneur need to know to stay out of trouble?– General 409A compliance requirements
• “Reasonable valuation methodology” must include consideration of:– Tangible and intangible assets– PV of future cash flows– MV of the stock of similar companies– Recent transactions– Appropriate premiums and discounts
» Together, referred to as the “General Rule”
• Must be within 12 months of when valuation is being used– Or more frequently based on a “significant events” in the business
– Safe Harbor Valuation Methods• Safe harbors are not a “silver bullet”
– Shifts the burden of proof from you to the IRS related to valuation– May only be rebutted by the Internal Revenue Service if the company's application
of the method is found to be "grossly unreasonable."
15
Overview of IRC Section 409A
• What do you as an entrepreneur need to know to stay out of trouble?– Safe Harbor Valuation Methods
• Independent appraisal– Using the standard valuation methodologies
• Illiquid start-up– Uses valuation factors outlined in General Rule– Written report– Company less than 10 years old– Valuation performed by someone with significant experience, education and
training in this area (>= 5 years)» CFO» CEO» Investment banker
– Reasonable expectation that no change in control within 90 days or IPO within 180 day
16
Overview of IRC Section 409A
• What do you as an entrepreneur need to know to stay out of trouble?– Safe Harbor Valuation Methods
• Binding formula– Use formula based on book value, multiple of earnings or combination– Stock transfers must be restricted– All transactions must use the same binding formula
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Overview of IRC Section 409A
• What are best practices at various stages of development?– Founding stage
• Founders stock and restricted stock more frequently than options• Using general valuation factors is impractical due to limited amount of
information, operating history, etc.
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Overview of IRC Section 409A
• What are best practices at various stages of development?– Start-up
• Friends and family or some angel financing• Option issuances start
– Companies are looking at the cost/benefit of getting a valuation– Depends on your and the BODs risk tolerance
• If using Illiquid Start-up safe harbor– Document qualification of person performing the calc– Consult outside resources– Get BOD approval and document– For as long as you’re using the value, consider impact of events that may have
changed the value• Be aware of possibility of changes in control in the near term
19
Overview of IRC Section 409A
• What are best practices at various stages of development?– Post-start up
• Venture financing, decent amount of revenue• Almost all companies are opting for a formal outside valuation• Updated annually
– Possibly mid-year depending on what developments take place during the year• More likely to have changes in control at this stage
– Other things to keep in mind• There has not been any case law in this area yet so how 409A will be applied
to options in practice is still unclear• Modifications to options can trigger new 409A consideration• In acquisition situation, don’t be surprised to be asked for documentation of
compliance with 409A
Overview of a 409A Valuation
1. Determine equity value of company
2. Determine the value of each class of securities
3. Valuation discount (Discount for lack of marketability)
20
Fair Market Value of Enfield Tennis Academy, Inc. as of August 15, 2015 Market Value of Method Weighted
In actual dollars Invested Capital Weighting Value
Public Comps Valuation (Market) $15,800,000 50.0% $7,900,000
Acquisition Comps Valuation (Market) $16,000,000 50.0% $8,000,000
Weighted Market Value of Invested Capital $15,900,000
Less Debt ($1,088,998)
Weighted Equity Value $14,811,002
Value per Common Share (marketable, minority basis) $0.408
Discount for Lack of Marketability 40.0%
Value per Common Share (non-marketable, minority basis) $0.24
Total Option Value Value Total Shares Share Value DLOM* Adjusted ValueSeries A $9,026,540 22,000,000 $0.410 0.0% $0.410
Common $220,418 540,000 $0.408 40.0% $0.245
A Warrants $571,454 1,400,000 $0.408 40.0% $0.245
Options $4,892,590 12,000,000 $0.408 40.0% $0.245
Total $14,711,002 35,940,000
21
Overview of a 409A Valuation
Factors to consider in performing a valuation:▪ Date of valuation▪ Stage of enterprise development▪ Milestones achieved by the company▪ Financial condition and cost structure▪ Expected timing and nature of an exit▪ Risks factors inherent to the industry and the enterprise▪ Enterprise business model, management, workforce, IP, products and
services▪ Competition and market dynamics▪ Strategic relationships▪ Major investors in the enterprise▪ State of the industry and the economy
22
Overview of a 409A Valuation
Stages of enterprise development▪ These serve as an indicator of which valuation approach(es) may generally be
more appropriate▪ Defined in terms of operational development▪ Financing patterns are approximate since different industries usually follow
distinct financing sequences and timings▪ Risks usually decreases on each subsequent stage▪ Expectation of a liquidity event in later stages▪ Some enterprises follow different patterns or skip stages, e.g. life sciences
companies, or family-owned enterprises which elect to run the company indefinitely privately
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Overview of a 409A Valuation
1 2 3 4 5 6
Enterprise has no product revenue to
date and limited expense history, and,
typically, an incomplete
management team with an idea, plan, and possibly some
initial product development. Typically, seed
capital, or first-round financing is provided during this stage by friends and family, angels, or venture
capital firms focusing on early-stage
enterprises, and the securities issued to those investors are occasionally in the form of common
stock but are more commonly in the form of preferred
stock.
Enterprise has no product revenue but substantive expense history, because product development is
under and business challenges are thought to be understood.
Typically, a second or third round of financing occurs during this stage.
Typical investors are venture capital
firms, which may provide additional
management or board of directors’
expertise. The typical securities issued to those
investors are in the form of preferred
stock.
Enterprise has made significant progress
in product development; key
development milestones have
been met (for example, hiring of a management team); and development is near completion (for example alpha and beta resting), but
generally, there is no product revenue.
Typically, later rounds of financing
occur during this stage. Typical
investors are venture capital firms and
strategic business partners. The typical securities issued to
those investors are in the form of preferred
stock.
Enterprise has met additional development
milestones (for example,
customer orders or revenue
shipments) and has some
product revenue, but it is still
operating at a loss. Typically
mezzanine financing rounds occur during this stage. Also, it is in
this stage that discussions
would start with investment banks
for an initial public offering
(IPO)
Enterprise has product revenue and has recently
achieved breakthrough measures of
’financial success, such as operating
profitability or breakeven or
positive cash flows. A liquidity event of some sort: such as an IPO or a sale of
the enterprise could occur in this stage. The form of securities issued is
typically all common stock,
with any outstanding
preferred converting to
common upon an IPO (and perhaps also upon other liquidity events).
Enterprise has an
established financial history of profitable
operations or generation of positive cash flows. Some enterprises may remain private for a substantial
period in this stage. An IPO
could also occur during
this stage.
Stages of enterprise development
24
Valuation Methodologies
▪ Each approach can have several techniques▪ Depending on the company and factors considered for its valuation, some
methods will be more appropriate than others▪ Estimated values under different methods may or may not converge in a tight
range of values▪ One or more methods may corroborate and/or provide a “sanity check” for a
preferred valuation approach.
Market Approach Income Approach
Cost/Asset Approach
There are three main methodologies that can be utilized to value a company:
25
Valuation Methodologies
Market Approach
Comparable Public
Companies
Comparable Transactions
Recent Company Securities
Transactions
26
Valuation Methodologies
▪ Infers value from multiples calculated from market prices and financial metrics of publicly traded companies
▪ Applies those multiples to the corresponding subject company metrics to arrive at the implied value of the enterprise
Market ApproachComparable Public Companies
Multiples and Performance Enterprise Value
LTM Revenue LTM EBITDA NTM Revenue NTM EBITDA
11
Comparable Public Companies
Accenture plc 2.0x 1 12.4x 1 1.9x 1 11.2x 1
Cognizant Technology Solutions Corporation 3.2x 1 16.1x 1 2.8x 1 14.5x 1
WPP plc 1.8x 1 9.4x 1 1.7x 1 10.4x 1
Omnicom Group Inc. 1.4x 1 9.6x 1 1.4x 1 9.5x 1
IHS Inc. 4.6x 0 19.1x 1 4.4x 0 13.8x 1
The Interpublic Group of Companies, Inc. 1.3x 1 10.0x 1 1.3x 1 9.3x 1
Acxiom Corporation 1.5x 1 10.2x 1 1.9x 1 11.7x 1
MDC Partners Inc. 1.5x 1 13.2x 1 1.4x 1 9.6x 1
PFSweb Inc. 1.0x 1 13.8x 1 0.8x 1 11.6x 1
Edgewater Technology Inc. 0.6x 1 12.7x 1 0.5x 1 6.1x 1
Innodata Inc. 0.7x 1 N/A 0 N/A 1 N/A 1
Median 1.4x 12.6x 1.4x 10.8x
Mean 1.5x 12.7x 1.5x 10.8x
75th Percentile 1.7x 13.7x 1.9x 11.6x
25th Percentile 1.1x 10.1x 1.3x 9.5x
In thousands of dollars (000) LTM Revenue LTM EBITDA NTM Revenue NTM EBITDA Enfield Tennis Academy, Inc. Metrics
Enfield Tennis Academy, Inc. $7,850.0 $529.6 $14,105.7 $2,552.7
Median Multiple 1.4x 12.6x 1.4x 10.8x
Implied Enterprise Value $11,301.3 N/A $19,468.6 N/A
Average Enterprise Value $15,385.0 NTM Rev Disc. 4.1%
Plus: Cash $436.9
Market Value of Invested Capital $15,821.9
Market Value of Invested Capital (Rounded) $15,800.0
27
Valuation Methodologies
▪ Infers value from multiples calculated from total transaction prices and financial metrics of merger and acquisitions of comparable companies
▪ Applies those multiples to the corresponding subject company metrics to arrive at the implied value of the enterprise
▪ In some cases the companies involved may be more comparable in terms of size and development stage to the valuation subject, than public companies
Market ApproachComparable Transactions
Transaction Multiples Analysis Implied LTM LTM LTM Revenue LTM EBITDA
Date Target Name EV Revenue EBITDA Mutliple Multiple
23Comparable Precedent Transactions
02/12/15 Digital River Inc. $645.8 $375.3 $35.7 1.7x 1 18.1x 1
02/05/15 Sapient Corp. $3,376.4 $1,383.1 $176.1 2.4x 1 19.2x 1
12/10/14 Conversant, Inc. $2,365.3 $593.8 $197.7 4.0x 1 12.0x 1
11/03/14 Dodge Data & Analytics, Inc. $320.0 $170.0 $0.0 1.9x 1 N/A 1
09/30/14 Tire Company Solutions, LLC (nka:TCS Technologies, LLC) $9.3 $5.2 $0.7 1.8x 1 13.8x 1
09/15/14 Mobilethink A/S $20.0 $8.2 $0.0 2.4x 1 N/A 1
09/05/14 X Plus One Solutions, Inc. $236.0 $71.7 $0.0 3.3x 1 N/A 1
09/01/14 ExciteAd Digital Marketing Ltd $19.0 $12.8 $0.0 1.5x 1 N/A 1
08/15/14 RCTW, LLC $15.2 $0.2 ($0.7) 72.8x 0 N/A 1
01/31/14 Macromill, Inc. $427.3 $170.2 $42.3 2.5x 1 10.1x 1
12/13/13 Interactive Prospect Targeting Limited $3.2 $14.5 $0.0 0.2x 1 N/A 1
11/01/13 EMediate ApS $10.0 $5.9 $1.2 1.7x 1 8.2x 1
10/02/13 Sedo Holding AG $100.7 $187.7 $7.5 0.5x 1 13.5x 1
09/30/13 Arbitron Inc. $1,293.5 $445.3 $130.5 2.9x 1 9.9x 1
07/22/13 Neolane SAS (nka:Adobe Campaign, SAS) $616.5 $58.2 $0.0 10.6x 0 N/A 1
07/08/13 Acquity Group Limited $284.9 $140.3 $20.4 2.0x 1 13.9x 1
07/01/13 SoundBite Communications, Inc. $76.7 $48.2 $0.3 1.6x 1 250.6x 0
05/16/13 Branded3 Search Limited Company $36.2 $6.3 $2.6 5.8x 1 13.9x 1
02/06/13 Travora Networks, Inc. $5.3 $10.9 ($13.2) 0.5x 1 N/A 1
11/26/12 DDSB (M) Sdn Bhd. $17.7 $4.5 $0.0 4.0x 1 N/A 1
06/15/12 LABEL.ch SA (nka:Emakina.CH) $2.0 $4.7 $0.0 0.4x 1 N/A 1
06/04/12 Red Bricks Media, Inc., Hong Kong Operations $0.0 $0.0 $0.0 N/A 1 N/A 1
05/31/12 MarketNet, Inc. $1.3 $2.7 $0.0 0.5x 1 N/A 1
Median 1.8x 13.7x
Mean 2.1x 13.3x
75th Percentile 2.6x 13.9x
25th Percentile 1.2x 10.6x
In thousands of dollars (000) LTM Revenue LTM EBITDA NTM Revenue NTM EBITDA
Enfield Tennis Academy, Inc. $7,850.0 $529.6 $14,105.7 $2,552.7
Median Multiple 1.8x 13.7x 1.8x 11.8x
Implied Enterprise Value $14,474.4 N/A $24,934.8 N/A
Average Enterprise Value $19,704.59
Less: Debt $1,089.0
Market Value of Equity (Controlling) $18,615.6
Discount For Lack of Control 22.5%
Market Value of Equity (Non-Controlling) $14,429.7
Plus: Debt $1,089.0
Average Enterprise Value (Non-Controlling) $15,518.7
Plus: Cash $436.9
Market Value of Invested Capital $15,955.6
Market Value of Invested Capital (Rounded) $16,000.0
28
Valuation Methodologies
▪ Infers value from recent events involving the sale of the subject company securities
▪ Preferred equity financing rounds▪ Convertible debt▪ Stock repurchases▪ Secondary sales▪ Offers to acquire the company
▪ Might consider events in the near future if there is a high degree of certainty the sale will occur and there is enough information to determine prices
Market ApproachRecent Security Transaction
Option Value Analysis Option 1 Option 2 Option 3Definition: Prior to this Breakpoint…
Series A Liquidation Preference
Series A, Common
Participation; A Warrants
Exercise
Options Exercise; All
Securities Participate Pro
Rata
Breakpoints $0 $50,000 $62,100 InfinityCurrent Equity Value (Price) $63,393 $63,393 $63,393 $63,393Exercise Price $0 $50,000 $62,100 InfinityRiskfree Rate 1.43% 1.43% 1.43% 1.43%Maturity (in years) 5.0 5.0 5.0 5.0Volatility 53% 53% 53% 53%d1 35.01 0.86 0.67 (99.00)d2 33.82 (0.34) (0.52) (100.19)Call Option Value: $63,393 $33,837 $30,083 $0Incremental Option Value: $0 $29,557 $3,753 $30,083
29
Valuation Methodologies
Seeks to measure the future benefits that can be quantified in monetary terms. Under this approach, the value of an enterprise is the aggregate of all future net or free cash flows to be received by the company, discounted to the valuation date.
The technique most widely utilized is the Discounted Cash Flow (DCF) method.
Income Approach
30
Valuation Methodologies
Income Approach
Forecasts all future cash flows and the
timing of each
Discounts those values to the valuation date using an appropriate
discount rate
31
Valuation Methodologies
• The underlying logic in theory would provide an good estimation of value.
• However, the subjectivity surrounding the needed inputs, make this method more applicable to companies in a later stage of development.
• The method would be used when no other applicable indication of value is available for early stage companies.
Income ApproachDiscounted Cash Flow
Free Cash Flow Summary Projections ending Dec 31,
In thousands of dollars (000) 2014 2015 2016 2017 2018 2019
Revenue $5,989.0 $9,989.0 $16,608.4 $25,500.0 $38,005.3 $50,460.3
Growth Rate 66.8% 66.3% 53.5% 49.0% 32.8%
Gross Profit $2,156.3 $3,015.7 $5,812.9 $9,180.0 $13,871.9 $18,670.3
Margin 36.0% 30.2% 35.0% 36.0% 36.5% 37.0%
EBITDA ($146.2) $1,561.1 $3,155.6 $5,355.0 $8,171.1 $11,101.3
Margin (2.4%) 15.6% 19.0% 21.0% 21.5% 22.0%
Depreciation & Amortization $0.0 $149.0 $309.6 $475.3 $708.4 $940.5
% of Sales 0.0% 1.5% 1.9% 1.9% 1.9% 1.9%
Capex & Additions to Intangibles $49.9 $74.7 $103.3 $138.5 $165.5
% of Sales 0.5% 0.5% 0.4% 0.4% 0.3%
EBITDA $1,561.1 $3,155.6 $5,355.0 $8,171.1 $11,101.3
Less: Depreciation & Amortization ($149.0) ($309.6) ($475.3) ($708.4) ($940.5)
EBIT $1,412.1 $2,846.0 $4,879.7 $7,462.8 $10,160.7
Less: Cash Taxes ($351.8) ($1,138.4) ($1,951.9) ($2,985.1) ($4,064.3)
Plus: Depreciation & Amortization $149.0 $309.6 $475.3 $708.4 $940.5
Less: Capex ($49.9) ($74.7) ($103.3) ($138.5) ($165.5)
Change in Working Capital ($47.1) ($271.3) ($286.9) ($394.8) ($418.1)
Unlevered Free Cash Flows (FCFs) $1,112.3 $1,671.1 $3,013.0 $4,652.7 $6,453.3
Cash Flows Remaining through EOY $420.5 $1,671.1 $3,013.0 $4,652.7 $6,453.3
Discount Periods (mid-year convention) 0.19 0.88 1.88 2.88 3.88
Present Value of FCFs $397.4 $1,285.1 $1,718.1 $1,967.3 $2,023.2
Total Present Value of Free Cash Flows $7,391.1
WACC 34.9%
Net Present Value of FCFs $7,391.1
Present Value of Terminal Value $11,266.1
Enterprise Value $18,657.2
Plus: Cash $436.9
Market Value of Invested Capital (Rounded) $19,100.0
32
Valuation Methodologies
Cost Approach
Measures value based on the cost of replacing or reproducing an asset, or groups and assets and liabilities such as an enterprise.
This method relies on historical data to estimate value. Alternatives include:
▪ Book value of assets▪ Invested capital.
It is almost solely applicable to very early stage companies, such as stage 1 and 2 of the AICPA characterization.
33
Valuation Methodologies
Cost Approach
Invested Capital
Security name Price per share # of shares: Invested CapitalSeries A $0.002 22,000,000 $50,000Common - 540,000 -A Warrants - 1,400,000 -Options - 12,000,000 -Option Pool - 6,000,000 -
50,000.00$
34
Equity Allocation
Once the Enterprise value has been determined, the Equity Value can be calculated by subtracting debt from it.
This Equity value is the measure that needs to be distributed or allocated among all of the equity classes in the company.
Definition
35
Equity Allocation
Methodologies
Current Value Method (CVM)
• Assumes equity value is distributed as of the valuation
date among all shareholders
according to their respective rights
Probability Weighted Expected Return
Method (PWERM)
• Models liquidity scenarios at
different times in the future assigning a
probability of occurring to each
Option Pricing Method (OPM)
• The OPM treats common stock and
preferred stock as call options on the value
of the enterprise, accounting for all classes’ rights and
seniority
36
Valuation Adjustments
Discount for Lack of Marketability (DLOM)
Definition
The discount for lack of marketability reflects the lower value placed on securities that are not freely transferable as compared to those that trade frequently in an established market.
For two given investments identical in all other respects, market participants will apply a downward adjustment to the value of the one that cannot be readily converted into cash versus the one that can be readily converted into cash.
37
Valuation Adjustments
Discount for Lack of Marketability (DLOM)
Marketability and Liquidity
A nonmarketable investment is one that lacks a ready market; an illiquid investment is one in which a market exists but the investment is not actively traded or restrictions on the investment prevent access to that market. ▪ A private enterprise is marketable (there is a market) but illiquid (there is no
active market)▪ A typical minority interest in a private enterprise is nonmarketable▪ The investors’ securities and the enterprise as a whole can be considered to be
equally marketable:▪ Enterprise value is defined in terms of the cash flows to the venture capital or private equity investors who in
aggregate have control over the business▪ Although harder to sell, transaction of investors’ securities and enterprises as a whole do occur▪ Investors typically have access to information that would allow them to take potential buyers through a due
diligence process, making it possible to access an exit market
38
Valuation Adjustments
1. Protective Put2. Longstaff3. Quantitative Marketability Discount Model
Because the Longstaff method generally does not provide a reasonable estimate for the discount for lack of marketability and the QMDM is more applicable for directly valuing a minority interest in an entity with a simple capital structure, the most widely accepted of these methods is the protective put method.
We utilize two variations of the protective put approach:a. Basic Put Option Analysisb. Asian Put Option (Finnerty Method)
Discount for Lack of Marketability (DLOM)
Methods to Estimate DLOM Put Option Analysis - Common Stock
Basic put option approach for estimating the DLOM. Current Equity Value (Price) [s] 100%
Exercise [k] 100%
Riskfree Rate [r] 1.43%
Maturity (in years) [t] 5.0
Calculations Public Comparable Volatility [ ]σ 53.4%(LN(s/k)+(r+( ^2)/2)*t)/( *SQRT(t))σ σ d1 0.656
d1 - *SQRT(t)σ d2 (0.537)
(k*EXP(-r*t))*NORMSDIST(-d2)-s*NORMSDIST(-d1) Discount for Lack of Marketability 40.0%
Selected Discount for Lack of Marketability: Put Option 40.0%
39
QUESTIONS AND ANSWERS
41
Resources
To be posted to TCN website:
• Detailed outline and PowerPoint presentation