The Valuation of Convertible Notes Using a Binomial Model
The authors’ research reveals that there are numerous articles, chapters, and models with bad math, bad equations, notational errors, or undisclosed rounding in some equations. They present a version of the Goldman Sachs binomial model and suggest that valuators provide fully functional binomial models when requested so that reviewers can “look under the valuator’s hood.”
American Business Appraisers and BVR Annual Key Issues Update
Every year American Business Appraisers brings together experts from across the country for a frank and practical discussion of the issues impacting business valuation. This year, everyone is invited to four great sessions. Get a current update on the SBA Paycheck Protection Program and the forgiveness application. Adam Rosenfield gives an overview of what the most recent changes to the program are and how that affects clients/future clients. Get guidance on how the loan and ...
Global BVU News and Trends July 2020
Business valuation news from a global perspective.
New twist on valuing small promissory notes
For the past few years, Bruce Johnson (Munroe, Park & Johnson Inc.) has been using data from business development corporations (BDCs) to develop a base rate of interest for small (under $10 million) privately held promissory notes, he explained during a recent webinar.
Anderson v. A & R Spraying & Trucking, Inc.
In buyout dispute over closely held corporation, State Supreme Court upholds trial court’s value determination based on income-based analyses parties’ experts presented but adjusting for inconsistencies in each opinion; asset approach was inappropriate where company would continue to operate.
Calculating Fair Value, Court Uses Experts’ Income Analyses but Adjusts for Inconsistencies
In buyout dispute over closely held corporation, State Supreme Court upholds trial court’s value determination based on income-based analyses parties’ experts presented but adjusting for inconsistencies in each opinion; asset approach was inappropriate where company would continue to operate.
Flynn v. Maschmeyer
In buyout following member’s disassociation from company, appellate court affirms trial court’s fair value determination, including decision to exclude from valuation remaining members’ unsubstantiated debt claims and including litigation amount assessed against dissociated member for misconduct.
Court Rejects FMV Appraisal of Dissociated Member’s Interest in Statutory Buyout
In buyout following member’s disassociation from company, appellate court affirms trial court’s fair value determination, including decision to exclude from valuation remaining members’ unsubstantiated debt claims and including litigation amount assessed against dissociated member for misconduct.
Healthcare Valuation Townhall: Four Expert Panel on Covid-19 Impacts and Beyond
Bring your questions as leading experts Jerry Chang, Mark Deitrich, James Lloyd and Todd Sorensen have a conversation about the critical issues impacting healthcare. Covid-19 has impacted the healthcare industry in unique ways, and those valuation experts who practice in this high regulation environment know it is critical to keep up to date about the most pressing issues. Covering a wide range of issues from four perspectives this event delivers the insight you need in ...
Alternate Valuation Methods in the Era of COVID-19
COVID-19 has substantially affected the financial and economic characteristics of privately held and publicly traded businesses throughout the U.S. In this presentation, the presenters will address the valuation impact of COVID-19 and the potential distortions that can occur when traditional valuation approaches and methods are mechanically applied. In the current environment, it is important for analysts to think “outside-the-box” when performing business valuations with valuation dates occurring during the first and second quarter of 2020.
Will COVID-19 open up the PIPES market in the UK? Baker MacKenzie say yes.
Private investments in public equities (PIPES) are a little-used financing alternative in the UK, but a new article by Baker MacKenzie London partners Nick Bryans and James Thompson in this month’s International Financial Law Review (IFLR) suggests that need may outweigh the huge cultural and regulatory hurdles.
Houlihan Lokey anticipates increase in distressed loan valuations
The ‘coronavirus-triggered economic downturn could lead to many performing loans to become distressed, especially for highly-leveraged companies,’ says a new client advisory from Houlihan Lokey, the global investment bank and valuation firm.
Valuation underpinning contested stock sale reflects fair value, Court of Chancery says
In a breach of fiduciary duty action arising out of a controversial stock sale, the Delaware Court of Chancery dismissed the plaintiff’s attacks on the underlying valuation, noting the appraiser was “exceptionally knowledgeable about the industry” and held “informed beliefs” as to the company’s specific structure.
Untested beta calculation KOs expert’s credibility and fair value conclusion
In a statutory appraisal case with several twists, the Delaware Court of Chancery recently agreed with the parties’ experts that a discounted cash flow analysis was the only way to determine fair value while rejecting, unequivocally, the company expert’s novel approach to calculating beta.
Manichaean Capital, LLC v. SourceHOV Holdings, Inc.
In appraisal proceeding, Court of Chancery adopts petitioner expert’s DCF-based model for calculating fair value, making slight adjustment to expert’s size premium; on beta calculation, court finds respondent expert’s novel approach “does not survive judicial scrutiny” and raises Daubert issues.
Novel Beta Method Occasions Rebuke From Court of Chancery in Appraisal Case
In appraisal proceeding, Court of Chancery adopts petitioner expert’s DCF-based model for calculating fair value, making slight adjustment to expert’s size premium; on beta calculation, court finds respondent expert’s novel approach “does not survive judicial scrutiny” and raises Daubert issues.
Coster v. UIP Companies, Inc.
In breach of fiduciary duty action, court says stock sale passes enhanced fairness review; appraiser valuing real estate investment services company before sale is eminently qualified and knowledgeable about industry; capitalized cash flow method “generated a reliable indicator” of company’s value.
Valuation Underlying Controversial Stock Sale Satisfies Highest Scrutiny
In breach of fiduciary duty action, court says stock sale passes enhanced fairness review; appraiser valuing real estate investment services company before sale is eminently qualified and knowledgeable about industry; capitalized cash flow method “generated a reliable indicator” of company’s value.
Shares and Assets Valuation Fiscal Forum requests agenda topics for February meeting
The next SAV Fiscal Forum will be held on Tuesday, 25 February 2020, commencing at 1 p.m.
Private debt is now available for smaller UK companies ‘overlooked’ by clearing banks, BDO says
Steve Carr, corporate finance director for debt advisory of BDO London, commented in a client communication last month that BDO has ‘witnessed lots of instances where debt funds have provided solutions that clearing banks have been unable to match (albeit this comes at a price).’
Inclusion of Betas in CCPro Platform Puts the Spotlight on the IRP
Two sources of industry betas are now included in BVR’s Cost of Capital Professional (CCPro) to help in estimating the industry risk premium (IRP) component of the buildup method for developing the cost of capital for a private company. For appraisers that choose to use an IRP, care must be taken and there are some important factors to consider.
Determining the FMV of Small Privately Held Promissory Notes
The appraisal of promissory notes is an area of business valuation that has not received much attention from academic journals. Appraisers are taught to use corporate bonds as comparable investments, but they are much too large and marketable to be used as a proxy for most privately held promissory notes. This article introduces the concept of using Business Development Company (BDC) rates to value small promissory notes.
Smith v. Promontory Financial Group, LLC
In buyout dispute, court says parties’ letter of intent states buyout conditions; court relies on amount stated in plaintiff’s debt/equity deal proposal to value subject company, finding parties’ trial experts used methods (DCF and asset accumulation) not suited to valuing subject company.
Delaware Chancery Relies on Deal Proposal Valuation in Adjudicating Buyout Dispute
In buyout dispute, court says parties’ letter of intent states buyout conditions; court relies on amount stated in plaintiff’s debt/equity deal proposal to value subject company, finding parties’ trial experts used methods (DCF and asset accumulation) not suited to valuing subject company.
Current Observations on the Valuation Impact of the TCJA
Based on sessions at the 2018 AICPA Forensic & Valuation Services (FVS) Conference in Atlanta.