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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

 
 

The latest cohort from gBETA Houston has been announced and is currently underway at the Downtown Launchpad. Photo courtesy

A national startup accelerator has announced its fifth local cohort, which includes five Houston companies participating in the spring 2022 class.

Madison, Wisconsin-based gener8tor has announced today the five participating startups in gBETA Houston. The program will be led by Muriel Foster, the newly named director of gBETA Houston, which originally launched in Houston in 2020 thanks to a grant from from the Downtown Redevelopment Authority.

The program, which is designed to help guide early-stage startups find early customer traction, connect with mentors, and more, is based in the Downtown Launchpad, and is free and does not take equity in the participating companies. The cohort kicked off on April 21 and concludes on June 10.

The new cohort includes:

  • Founded by CEO Steffie Thomson a year ago, Getaway Sticks has designed a shoe that gives women the painless support they need using athletic foam to create a shoe that gives women the painless support they need. Getaway Sticks provides the solutions to women’s #1 wardrobe complaint of high heel pain. Since launch, the company has earned over $35,000 in revenue from over 150 customers.
  • Through a combination of software and hardware technology, LocBox is rethinking the shopping experience for online and local purchases. If you shop, ship, or have food delivered to your house, LocBox will make your life easier. Led by CEO Sterling Sansing, LocBox has previously participated in the Texas A&M MBA Venture Challenge.
  • SpeakHaus is focused on equipping young professionals and entrepreneurs with public speaking skills through its on-demand training platform and group coaching program. Since launching in October 2021, SpeakHaus has facilitated 6 corporate trainings and coached 61 business leaders generating over $49,000 in revenue. The company is led by CEO Christa Clarke.
  • Led by CEO LaGina Harris, The Us Space is creating spaces intentionally for women of color, women-led businesses, and women-centric organizations. Since launching in June 2021, The Us Space has created partnerships with more than a dozen community organizations, sustainable businesses, and organizations creating positive economic impact in the City of Houston.
  • Founded in August 2021, Urban Eatz Delivery is a food delivery service app that caters to the overlooked and underrepresented restaurants, food trucks, and home-based food vendors. Urban Eatz Delivery has earned over $88,000 in revenue, delivered to over 2,000 users, and worked with 36 restaurant and food vendors on the app. The company is led by CEO D’Andre Good.

“The five companies selected for the Spring 2022 cohort tackle unique problems that have propelled them to create a business that solves the issues they once faced," Foster says in a news release. "From public speaking, apparel comfort, and food delivery from underrepresented restaurant owners, these founders have found their niche and are ready to continue to make an enormous impact on the Houston ecosystem."

it's Foster's first cohort at the helm of the program. A Houston native, she has her master’s in public administration from Texas Southern University and a bachelor’s in marketing from Oklahoma State University. Her background includes work in the nonprofit sector and international business consulting in Cape Town, South Africa, and she's worked within programming at organizations such as MassChallenge, BLCK VC, and now gener8tor.

The program is housed at the Downtown Launchpad. The five startups will have access to the space to meet with mentors, attend events, and run their companies.

"Creating (the hub) was a little like a moonshot, but it’s paying off and contributing enormous impact to the city’s economy. The five startups selected for the gBETA Houston Spring cohort will continue that legacy,” says Robert Pieroni, director of economic development at Central Houston Inc., in the release. “As these entrepreneurs chase their dreams and create something epic, they will know Downtown Houston is standing behind them. I am so proud of what Downtown Launchpad is already, and what it will become.”

Muriel Foster, a native Houstonian, is the new director of gBETA Houston. Image via LinkedIn

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