guest column

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.

------

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.

Trending News

Building Houston

 
 

With fresh funding, this Houston and Canada-based company has made an acquisition. Courtesy of Validere

After raising $43 million in funding for its series B round, Validere, a commodity management platform for the energy industry, has acquired Clairifi, whose technology helps energy businesses comply with environmental and regulatory requirements. Financial terms weren’t disclosed.

The funding round was closed in March and was led by Mercuria Energy and select funds and accounts managed by BlackRock, with participation from Nova Fleet, Pioneer Fund and NGIF Cleantech Ventures, as well as existing investors, including Wing VC and Greylock Partners, according to a news release.

“Validere’s mission is to ensure human prosperity through energy that is plentiful, sustainable and efficiently delivered," says Nouman Ahmad, Validere co-founder and CEO. "We facilitate this through integrating our customers’ core business with new environmental initiatives. In order to manage the energy transition well, environmental attributes cannot be managed in a silo, they need to be integrated in the day-to-day operations and commercial decisions."

Validere is based in Calgary, Alberta, and has its United States presence based in Houston. Clairifi also is based in Calgary. According to the company, the purchase of Clairifi strengthens Validere’s ESG (environmental, social, and governance) offerings.

“Companies across the energy supply chain are often burdened by the arduous task of compliance reporting, a time-intensive process that is usually performed manually in Excel spreadsheets by costly environmental consultants,” Validere says in a news release announcing the Clairifi deal. “These issues are coupled with constantly changing environmental, social and governance (ESG) policies, as well as disorganized data, which can cause confusion over meeting reporting requirements.”

Validere says that thanks to the integration of Clairifi, businesses can easily comply with current and future regulations from the U.S. Securities and Exchange Commission (SEC), and can access a central platform to accurately measure, manage, and forecast emissions strategies.

“The implementation of costs on carbon and emission reduction requirements introduce new immediate and long-term consequences that cascade from the field to head office,” says Corey Wood, co-founder and CEO of Clairifi. “While regulatory compliance is often considered a burden on industry, requiring resources and continuous innovation, if we are well-prepared, these challenges may be used as catalysts to revive, refresh and improve.”

As part of the acquisition, Wood has joined Validere as vice president of emissions, regulatory, and carbon strategy.

Trending News