BV187-WEB - Rollover Equity: Common Valuation Issues

Registration

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Webinar Course 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.

Course Audience

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

NASBA and Continuing Professional Education (CPE) Credit

The American Society of Appraisers is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have the final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website www.learningmarket.org.

CPE Credit: Two (2) Hours in Specialized Knowledge
Program Level: Intermediate
Delivery Method: Group-internet based courses are approved for CPE
Prerequisites: None
Advanced Preparation: None
Policies: ASA's Refund and Cancellation Policy and ASA's Complaint Resolution Policy

Instructor Information

Charles Sapnas, CFA, 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.

Agenda

The following topics are covered in this course:

• Use of rollover equity in private equity transactions.
• Transaction structure and common types of rollover equity.
• Identifying situations in which rollover equity requires valuation analyses.
• Common rollover valuation techniques and issues.
• Platform vs. add-on transactions and differences in rollover valuation requirements.
• Application of a Discount for Lack of Marketability to rollover equity value

Learning Outcomes

Upon completion of this course, students 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.