Challenge

A media advertising sales company was being acquired by a private investment firm and during the buyer due diligence process the buyer’s audit firm would not sign-off on the company’s historical common stock valuations performed in-house for Section 409A/Cheap Stock purposes. We were asked by the attorneys representing the seller to provide multiple common stock valuations on a retrospective basis that would withstand a Big 4 audit review under tight deal closing deadlines.

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Solution

Through an efficient and diligent analysis of the company’s financial performance and outlook over a four-year period, VRC provided a number of retrospective common stock valuations for the seller that passed muster with the buyer’s due diligence process and Big 4 audit review. Our valuation analyses helped prevent any delay in the closing of the deal.

Professional Services Services

Allocation of Purchase Price

Under ASC 805, a PPA analysis allocates the purchase price into acquired assets and liabilities

Alternative Asset Valuations

Complex Securities & Portfolio Valuation Services for Illiquid, Hard-to-Value Securities

Complex Securities

Valuations for complex instruments such as options, warrants, convertible bonds, contingent consideration, preferred & common stock

Equity Compensation

Companies need valuations for various forms of equity-based compensation. Early-stage companies need a valuation health-check, pre-IPO

Fairness & Solvency Opinions

Transaction Opinion Analyses to Ensure Fairness & Financial Adequacy

Financial Reporting Valuations

Valuations to make confident decisions & support evolving financial reporting standards

Goodwill Impairment

Annual impairment testing services supporting ASC 350 compliance, including underlying assets associated with reporting units

International Business Combinations

Multinational firms pursuing M&A strategies face additional international financial & tax reporting requirements

Mergers & Acquisitions

ASC 805 & ASC 350 make it critical for buyers & sellers to consider how a transaction impacts financial reporting

NOL Carryforwards

NOL carryforwards are a valuable asset & ownership or equity changes can trigger a valuation requirement

Portfolio Valuations

Valuations for all types of hard-to-value illiquid or non-marketable securities including level 3 securities, loans, bonds, equity & structured products

Tax, Compliance & Planning

Consulting & planning services to meet tax reporting & compliance needs

Insights

Q1 2024 Update Middle Market Credit Spreads, Required Returns
Goodwill Impairments Impacted By High Interest Rates
European Private Market Update
Exploring Private Debt Market Valuations
The SEC’s Private Fund Adviser Rule: Investor Protection and Industry Impact
Industry Update: IT Government Contracting

Other Industries

Telecommunication

We were retained by a leading provider of wireless messaging and information services to provide various valuation services for reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Financial Sponsor: Hedge Fund

A hedge fund client held convertible note in a company that restructured outstanding debt. As part of restructure, the note was exchanged for two separate Term Loans.

Energy

We were retained by an energy production company whose subsidiary acquired distressed energy assets from an energy & production company. In selecting a valuation methodology, we needed to consider the significant divergence in the enterprise value of the business versus the un-discounted value of the assets given the dramatic drop in commodity prices at the time.

Technology

A PE-sponsored cloud based provider granted equity compensation incentives to executives. To comply with financial reporting requirements of Accounting Standards Codification 718 (ASC 718), the provider engaged VRC to determine the fair value of the issued units.

Consumer Products

A brand valuation that estimated the fair value of intangible assets acquired in a business combination was needed by a personal care product company for the sale of its branded and private label products.

Financial Sponsor: Private Equity

A technology company was purchased by large private equity investor. With the purchase price set, the new entity was capitalized with debt and three different types of equity securities.

Manufacturing

An industrial property consisting of various manufacturing machinery & equipment was a candidate for an ad valorem tax reduction.

Pharmaceuticals

In order to comply with Accounting Standards Codification 815 (ASC 815), an early stage pharmaceutical company asked VRC to analyze the entire convertible callable note and determine the fair market value of each of the embedded derivatives.

Technology

A private equity sponsored cloud based provider of manager content, enterprise lending services granted certain management incentive units to participating executives, as compensation to incentivize management performance.

Agribusiness

A leading commercial agribusiness client in Argentina was interested in selling their company, which was focused on cultivating and producing olive oil, table olives and wines.

Financial Sponsor: Hedge Fund

​A shareholder of a closely-held hedge fund was not receiving the appropriate level of compensation per agreement with the controlling interest shareholder.

Healthcare

Property taxes were levied on only real property portion of a hospital, key to analysis was separating the value of the business ops from that of real property.

Brands: Food & Beverage

A leading manufacturer of branded food products engaged VRC to estimate the fair value of certain intangible assets acquired in a business combination.

Automotive

A client who designs, engineers, and manufactures value-added products and systems for automotive and light-vehicle manufacturers acquired an automotive components manufacturer.

Consumer Products

​A large multinational consumer products company acquired a South American company operating in the same space. VRC was engaged to estimate the value of the PP&E and intangible assets for financial reporting purposes.

Chemical

A leading international producer of nitrogen products acquires a nitrogen manufacturing company requiring a valuation for allocation of purchase price according to ASC 805.

Oil & Gas

VRC provided a required valuation of tangible and intangible assets for a Master Limited Partnership (MLP) client in support of a purchase price allocation. There were no detailed fixed asset records; VRC needed to overcome significant data limitations.