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Reverse mergers: Houston expert shares valuation considerations for an IPO alternative

Reverse merger transactions seem to be trending upward. Here's what you need to know. Photo via Getty Images

Last year saw a record number of reverse merger transactions, with 398 reverse mergers valued at nearly $135 billion, according to figures tracked by Bloomberg Law.

Although 2021 marked the first time that many of such transactions involved special purpose acquisition companies (SPACs), which totaled 246 out of the 398 transactions, it still marked 152 — a record-high number — non-SPAC reverse mergers.

What is a reverse merger?

The concept of a reverse merger, in short, holds that a privately held company acquires a publicly-traded company. In so doing, the private company can gain access to public equity markets without going through the lengthy process of an IPO filing. Although a reverse merger typically has the advantage of a shorter timeline over an IPO, there are still some requirements that companies involved in a reverse merger should keep in mind. This is particularly true as SEC scrutiny has recently increased around reverse mergers, both of the SPAC and traditional non-SPAC variety.

Among these requirements are the fair value measurements related to ASC 805, Business Combinations. In a reverse merger, like with all acquisitions, ASC 805 requires the allocation of the purchase consideration to identified tangible and intangible assets. However, in a reverse merger, the establishment of the purchase consideration to be allocated can be more difficult to accomplish.

Often, shares of the acquiring (private) company are issued as consideration, so the shares of the acquiring company may need to be valued. The value of private company shares to be issued might not always align exactly with the value of the acquired publicly-traded company; market conditions and other forces may bring about changes in the respective stock prices between the time that the transaction is announced and the time that it closes. The valuator should keep in close communication with the management of the acquirer, and the respective auditor, to ensure that there are no surprises when the transaction closes and the final purchase price allocation is performed.

What to consider about a reverse merger

Sometimes in a reverse merger, a question may arise as to whether a control premium should be applied to the consideration being paid. This will require the valuator to understand the terms of the purchase agreement and to understand whether a control element has already been priced into the transaction. For example, in the acquisition of a limited partnership, a general partner may have also been acquired in the transaction. Often, the amount paid for this general partnership interest may represent the “control” factor, i.e., the ability to affect change in the projected cash flows, above and beyond the acquisition of the limited partnership.

Another issue that may arise in a reverse merger is the existence of non-controlling interest. In some instances, certain shareholders may elect not to participate in the exchange transaction. In such instances, the value of the non-controlling interest would need to be measured, and this value would be based on the value of the stand-alone company in which the non-controlling interest is held, not on the value of the combined entity.

In the event of a reverse merger, these considerations, along with the associated accounting considerations, make it more critical than ever to have a strong, defensible valuation supporting the purchase price allocation.

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Kevin Cannon is a director in Opportune’s Valuation practice based in Houston. He has 17 years of experience performing business and asset valuations and providing corporate finance consulting.

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Building Houston

 
 

Ty Audronis founded Tempest Droneworx to put drone data to work. Photo courtesy of Tempest Droneworx

Ty Audronis quite literally grew up in Paradise. But the Northern California town was destroyed by wildfire in 2018, including Audronis’ childhood home.

“That’s why it’s called the Campfire Region,” says the founder, who explains that the flames were started by a spark off a 97-year-old transmission line.

But Audronis, who has literally written the book on designing purpose-built drones — actually, more than one — wasn’t going to sit back and let it happen again. Currently, wildfire prevention is limited to the “medieval technology” of using towers miles apart to check for smoke signals.

“By the time you see smoke signals, you’ve already got a big problem,” Audronis says.

His idea? To replace that system with real-time, three-dimensional, multi-spectral mapping, which exactly where his company, Tempest Droneworx, comes in.

When asked how he connected with co-founder Dana Abramowitz, Audronis admits that it was Match.com — the pair not only share duties at Tempest, they are engaged to be married. It was a 2021 pre-SXSW brainstorming session at their home that inspired the pair to start Tempest.

When Audronis mentioned his vision of drone battalions, where each is doing a specialized task, Abramowitz, a serial entrepreneur and founder who prefers to leave the spotlight to her partner, told him that he shouldn’t give the idea away at a conference, they should start a company. After all, Audronis is a pioneer in the drone industry.

“Since 1997, I’ve been building multicopters,” he says.

Besides publishing industry-standard tomes, he took his expertise to the film business. But despite its name, Tempest is a software company and does not make drones.

That software is called Harbinger. Audronis explains that the real-time management and visualization solution is viewable on practically any device, including mobile or augmented reality. The system uses a video game engine for viewing, but as Audronis puts it, “the magic happens” on the back end.

Harbinger is not just drone-agnostic, but can use crowd-sourced data as well as static sensors. With the example of wildfires in mind, battalions can swarm an affected area to inform officials, stopping a fire before it gets out of hand. But fires are far from Harbinger’s only intended use.

The civilian version of Harbinger will be available for sale at the end of 2023 or beginning of 2024. For military use, Navy vet Audronis says that the product just entered Technical Readiness Level (TRL) 5, which means that they are about 18 months away from a full demo. The latest news for Tempest is that earlier this month, it was awarded a “Direct to Phase II” SBIR (Government Small Business Innovation Research) contract with the United States Department of the Air Force.

Not bad for a company that was, until recently, fully bootstrapped. He credits his time with the Houston Founder Institute, from which he graduated last February, and for which he now mentors, with many of the connections he’s made, including SBIR Advisors, who helped handle the complex process of getting their SBIR contract.

And he and Abramowitz have no plans to end their collaborations now that they’re seeing growth.

“Our philosophy behind [our business] isn’t keeping our cards close to our vest,” says Audronis. “Any potential competitors, we want to become partners.”

The company was just the two founders until five weeks ago, when Tempest’s size doubled, including a full-time developer. Once Tempest receives its SIBR check, the team will grow again to include more developers. They are currently looking for offices in the city. As Audronis says, Tempest Droneworx is “100-percent made in Houston.” Paradise may have been lost, but with Harbinger soon to be available, such a disaster need never happen again.

Dana Abramowitz and Ty Audronis co-founded Tempest Droneworks. Photo courtesy of Tempest Droneworx

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