Expert Valuation Solutions for Complex Securities in Evolving Markets

In today’s dynamic business environment, companies are increasingly adopting innovative structures to optimize risk-reward ratios in their transactions. This trend has fueled a surge in the utilization of complex securities. These instruments combine diverse economic features and are intricately linked to equity, debt, or hybrid instruments. They often include elements that modify the distributions to the equity stakeholders (i.e., their waterfall structure)over time, such as options, return multiples, or specific IRR and price-performance targets.

Within the healthcare service industry, the passing of the Affordable Care Act (ACA) has ignited increased interest from private equity (PE) and venture capital (VC) players. The ACA’s reforms, expanding healthcare access, have stimulated demand for innovative solutions, thus creating a favorable environment for investment. This regulatory shift has spurred consolidation among healthcare providers, presenting opportunities for PE/VC firms to drive growth through strategic investments. When a physician practice identifies the potential benefits of partnering with an experienced healthcare PE/VC investor, they can establish a management services organization (MSO) or physician practice management (PPM) company. The MSO/PPM delivers comprehensive management services to the practice in exchange for a fee.

Enterprises funded by PE/VC often exhibit intricate capital structures involving multiple classes of securities. PE/VC investors pursue robust returns through diverse strategies, often seeking downside protection and substantial control, typically secured through preferred stock entitling them to various rights. Additionally, common units and stock options/incentive units may be granted to employees, physicians, and key executives, resulting in complex capital structures with distinct classes of units.

While these structures offer strategic advantages, they pose considerable challenges from an accounting and valuation standpoint, often leading to unexpected financial and tax reporting implications. Achieving accurate fair value estimates demands careful selection of the most suitable valuation model, a process that has drawn heightened scrutiny from both regulators and investors in recent years.

Our specialized expertise enables us to navigate the complexities of valuing these sophisticated securities effectively. We employ tailored methodologies designed to address the unique characteristics of each instrument, ensuring precise and defensible valuations. Our experience includes providing analysis and valuation related to complex securities for financial reporting, tax planning, and investment decision making purposes and covers the following:

409A / ASC 718 Valuation

Our team of experienced professionals utilizes industry-standard methodologies to provide thorough and defensible valuations. Section 409A / ASC 718 valuations are essential for determining the fair market value / fair value of stock options and other equity-based compensation, ensuring compliance, and minimizing risks associated with taxation and financial reporting.

Incentive Unit Valuation

Organizations frequently issue incentive units to align the interests of key stakeholders with the company’s success. These units may encompass profit interests, stock options, restricted stock units (RSUs), or other equity-based incentives. In the healthcare service industry, MSO/PPM companies often issue incentive units to physicians. Our valuation services assist organizations in accurately assessing the value of these incentives, facilitating informed decision-making regarding compensation packages and equity grants.

Earn-Out / Contingent Consideration Valuation

In mergers and acquisitions (M&A) transactions, earn-out / contingent consideration provisions are commonly used to bridge valuation gaps and align the interests of buyers and sellers. Determining the fair value of earn-out / contingent consideration arrangements require careful consideration of future performance metrics and potential contingencies. Our team specializes in employing sophisticated valuation methodologies, including Black Scholes and Monte Carlo Simulation (MCS), to assess the value of earn-out / contingent consideration provisions accurately. Whether you’re negotiating an M&A deal or evaluating the performance of existing earn-out / contingent consideration agreements, rely on our expertise to navigate complex valuation challenges effectively.

Other Complex Instruments

We provide comprehensive valuation services covering a diverse array of complex financial instruments. Our expertise extends from convertible notes and warrants to debt securities and other complex financial products. With our team’s depth of knowledge and experience, we ensure delivery of accurate and reliable valuations. We employ a range of methodologies, including sophisticated mathematical models tailored to capture the unique characteristics of each instrument accurately. For securities with price-path dependency, Monte Carlo models prove effective, while those with “early exercise” features are best assessed using lattice models.

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