BV187 Rollover Equity: Common Valuation Issues

Webinar Description

Rollover equity is a common component of purchase consideration in many private equity transactions. This transaction feature arises when stockholders of an acquisition target receive equity in the new capital structure of the post-transaction company in lieu of cash. ASC 805-30-30-7 requires that consideration transferred in a business combination be measured at fair value. It may be necessary in some cases to determine the fair value of rollover equity to establish the allocable purchase price under ASC 805. Identifying when this is necessary, and the appropriate techniques and issues, depends on various factors specific to the transaction structure and features of the rollover security. The webinar will provide an in-depth review of common rollover equity valuation issues, with a focus on applicability to purchase price allocation engagements under ASC 805.

Webinar Audience

Valuation practitioners involved in performing purchase price allocation analyses under ASC 805

Instructor Information

Charles Sapnas, ASA | Valuation Research Corporation

Charles Sapnas is a Managing Director with Valuation Research Corporation, specializing in the valuation of domestic and international businesses, assets and liabilities for financial reporting and tax compliance purposes. He has extensive experience in assisting private and public companies with the valuation requirements for business combinations under ASC 805, goodwill and asset impairment testing under ASC 350 and 360, and bankruptcy reorganization (fresh-start accounting) under ASC 852. Mr Sapnas has the designations of Chartered Financial Analyst (CFA) and Accredited Senior Appraiser (ASA). He holds a B.S. in Finance from Rutgers University.

Learning Outcomes

Upon webinar completion, the participant will be able to:

• Recognize situations in which rollover equity requires adjustment to fair value;
• Understand the common private equity transaction structures and how this impacts the treatment of rollover equity from a valuation perspective;
• Determine the appropriate valuation methodologies for rollover equity; and
• Understand the  issues related to application of marketability discounts to rollover equity.