并购的格局正在发生变化, and acquisitions are happening at a record pace given the current state of the economy. 无论你是一个想要出售公司的企业主, 一位想安排交易的律师, 或者是想要收购另一家公司的潜在买家, there is an excellent chance that contingent consideration will play a part in your transaction.

Contingent consideration is a complex topic that is becoming a more common practice in transactions today, and an understanding of the specific instrument is a must for all parties involved. Look to engage a valuation professional to help with this complex component of your transaction.

什么是或有对价?

Contingent consideration is a tool being used more commonly in transactions that requires 卖家 to “prove their worth” by tying a portion of the purchase price post-close to certain metrics or hurdles. An example of this type of hurdle could be as follows: the 卖家 will receive an additional $x million of consideration (purchase price) if the Company’s revenue exceeds budgeted amounts in the year following the closing of the transaction.

A Company’s value, or purchase price, tends to be the most debated component of a transaction. A large discrepancy in value between a buyer and seller can often kill a deal. Contingent consideration allows for the respective parties to “meet in the middle” when it comes to differing opinions on the purchase price for the Company. 或有对价可以以收益的形式出现, 一次性支付, 多年来支付, 股票授予, 等.

The different forms of contingent consideration are generally earned based on the achievement of certain metrics: 1) financial performance hurdles (i.e. exceeding profitability metrics or selling a certain number of products), 2)非财务绩效障碍.e. taking a product to market or retaining a key employee post-close). Contingent consideration is a powerful tool to consider for both the buyer and the seller.

或有对价的好处是什么?

从历史上看, 卖家 have viewed any transaction other than an all-cash upfront transaction as a “bad deal.“然而, contingent consideration can provide significant benefits to both buyers and 卖家 if structured properly. Contingent consideration arrangements protect the buyer if the Company doesn’t perform as expected post-close (paying too much).

Contingent consideration arrangements also give 卖家 additional consideration when the Company performs to its expectations and allows 卖家 to participate in additional upside if performance exceeds expectations. Contingent consideration can provide a structure that gives management additional incentive to stay invested in the Company’s operations after the closing of the transaction, 这将导致更容易的集成和更平稳的转换. Contingent consideration arrangements have upside for both parties when structured properly.

估值方面的考虑

Many buyers and 卖家 view the face value of the contingent consideration payment as the fair value of the instrument. 然而，这种想法是有缺陷的. Contingent consideration is often valued using option pricing models, 蒙特卡罗模拟, 以及其他复杂的金融建模工具. The risk and probabilities that the specific metrics will be achieved are considered in these valuation tools, 结果就是, the value is almost always less than the face value of the contingent consideration payment.  Buyers and 卖家 need to understand the value of contingent consideration, 不仅仅是为了交易谈判, but for financial statement reporting and tax reporting as well.

交易中涉及的所有各方(买方), 卖家, and attorneys) should gain a good understanding of the contingent consideration component of the deal.

Summary

Contingent consideration is becoming a lot more popular in transactions. There are many forms of contingent consideration components that can benefit the buyer and seller in a transaction when structured properly. Given the popularity and complexity of contingent consideration, buyers and 卖家 need to understand the value of the instruments being used. LBMC’s Valuation and 诉讼支持 Services team specializes in the valuation and reporting of these complex instruments. To learn more about how LBMC can help with this complex component of your transaction, 立即明升体育app下载.

内容由LBMC提供 约旦史克威尔， LBMC估值高级经理 & 诉讼支援服务科.