BV187-WEB - Rollover Equity: Common Valuation Issues
Category: Business Valuation
Continuing Education: 2
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.
No prerequisites for this course.
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.