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

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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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Innovative Houston nonprofit partners with county organization to provide maternal health services

TEAM WORK

PUSH Birth Partners, a Houston-based maternal health nonprofit, is teaming up with the Harris County Public Health Department to provide doula services for over 200 pregnant people free of cost.

Jacqueline McLeeland, CEO and founder of PUSH, says the program will begin in August and aims to improve maternal health and birth outcomes for vulnerable populations. McLeeland says the organization has built up a strong doula training program through their collective in partnership with March of Dimes and several local doula organizations.

McLeeland says PUSH aims to address poor maternal health outcomes for women of color in part by training more doulas of color who can help reduce racial disparities in care. A 2021 study by Harris County Public Health found Precinct 1, which is predominantly composed of people of color, had the highest maternal mortality rate of the county.

Through their collective, PUSH has trained two cohorts of doulas through an integrated care model, focused on providing collaborative care with medical providers in the healthcare system.

“Our programs are designed to advance health equity, we see the numbers, we see that women of color, specifically Black women in that group are disproportionately impacted,” McLeeland tells InnovationMap.

After receiving a $100,000 grant from the Episcopal Health Foundation in 2023, PUSH began their doula expansion program in Houston and they have since received an additional grant from EHF for the next fiscal year. McLeeland shares PUSH has also launched a pilot program called Blossoming Beyond Birth, sponsored by the Rockwell Fund, targeted towards improving maternal mental health through weekly support groups in Houston.

“It’s very exciting to know that we have come this far from where we started and to see how everything is coming together,” McLeeland shares.

Jacqueline McLeeland serves as chief executive and founder of non-profit PUSH Birth Partners who has trained and collaborated with a network of doulas for the partnership. Photo courtesy of Jacqueline McLeeland

For McLeeland, improving maternal health outcomes and providing support to people experiencing high-risk pregnancies are deeply personal goals. McLeeland has sickle cell anemia, a condition that can cause serious complications during pregnancy. During her first pregnancy in 2015, McLeeland was placed on bed rest two months before her due date at which point she had been working in clinical research within the pharmaceutical industry for over 12 years.

“People don’t realize the magnitude of what women go through, during pregnancy and after,” McLeeland says. “There’s a lot of emotional, psychological, and physical tolls depending on how the pregnancy and delivery went.”

After giving birth to her first child, McLeeland took maternity leave, during which she began to research maternal morbidity and mortality trends, information which she says was not widely discussed at the time.

McLeeland says entering the maternal healthcare field felt like a necessity following her second pregnancy. Several months after giving birth to her second child, McLeeland says she received a bill for a surgical procedure that was performed during her cesarean section without her or her husband’s consent. McLeeland says that was the first time she was made aware of the surgery.

“The procedure that was claimed to have been performed could have put my life in jeopardy by hemorrhaging based off of additional research I did once, I came across that information,” McLeeland explains. “These are some of the things that happen in the healthcare system that make people skeptical of trusting in the healthcare system, trusting in doctors.”

McLeeland says the key to improving maternal and birth outcomes for vulnerable populations is to encourage the partnership between doulas, community healthcare workers, and physicians and hopes to further this collaboration through future programming.

Houston-based clean energy site developer raises $300M to decarbonize big tech projects

fresh funding

Houston energy executives have started a new company dedicated to developing clean-powered infrastructure for the large electric loads.

Cloverleaf Infrastructure, dually headquartered in Houston and Seattle, Washington, announced its launch and $300 million raised from NGP and Sandbrook Capital, two private equity firms. The company's management team also invested in the company.

As emerging technology continues to grow electricity load demand, Cloverleaf has identified an opportunity to develop large-scale digital infrastructure sites powered by low-carbon electricity.

"The rapid growth in demand for electricity to power cloud computing and artificial intelligence poses a major climate risk if fueled by high-emission fossil fuels," David Berry, Cloverleaf's CEO, says in a news release. "However, it's also a major opportunity to catalyze the modernization of the US grid and the transition to a smarter and more sustainable electricity system through a novel approach to development.

"Cloverleaf is committed to making this vision a reality with the support of leading climate investors like Sandbrook and NGP."

Berry, who's based in Houston, previously co-founded and served as CFO at ConnectGen and Clean Line Energy Partners, clean energy and transmission developers. Last year, he co-founded Cloverleaf with Seattle-based Brian Janous and CTO Jonathan Abebe, who most recently held a senior role at the United States Department of Energy. Nur Bernhardt, director of Energy Strategy at Microsoft who's also based in Seattle, rounds out the executive team as vice president.

"The large tech companies have become dominant players in the electricity sector, and they are genuinely determined to power their growth with the lowest possible emissions," Janous, who serves as chief commercial officer, says in the release. "Achieving this objective doesn't depend on disruptive new technologies as much as it does on dedicated teams working hand in hand with utility partners to maximize the use of the clean generation, storage, and other technologies we already have."

Cloverleaf will work with regional U.S. utilities and data center operators to provide clean electricity at scale through strategic investments in transmission, grid interconnection, land, onsite power generation, and electricity storage, per the release.

"The sustainable development of digital infrastructure at scale is fundamentally a technical power problem," Alfredo Marti, partner at Sandbrook, adds. "We have witnessed members of the Cloverleaf team effectively address this challenge for many years through a blend of creativity, specialized engineering, a partnership mindset, and astute capital deployment."

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This article originally ran on EnergyCapital.

Houston resilience tech innovator proves out platform amid Hurricane Beryl

HOUSTON INNOVATORS PODCAST EPISODE 245

Earlier this month, Ali Mostafavi got an unexpected chance to pilot his company's data-backed and artificial intelligence-powered platform — all while weathering one of Houston's most impactful storms.

Mostafavi, a civil and environmental engineering professor at Texas A&M University, founded Resilitix.AI two years ago, and with the help of his lab at A&M, has created a platform that brings publicly available data into AI algorithms to provide its partners near-real time information in storm settings.

As Hurricane Beryl came ashore with Houston on its path, Mostafavi says he had the opportunity to both test his technology and provide valuable information to his community during the storm.

"We were in the process of fine tuning some of our methods and algorithms behind our technology," Mostafavi says on the Houston Innovators Podcast. "When disasters happen, you go to activation mode. We put our technology development and R&D efforts on hold and try to test our technology in an operational setting."

The platform provides its partners — right now, those include local and state organizations and emergency response teams — information on evacuation reports, street flooding, and even damage sustained based on satellite imagery. Mostafavi says that during Beryl, users were wondering how citizens were faring amid rising temperatures and power outages. The Resilitix team quickly pivoted to apply algorithms to hospital data to see which neighborhoods were experiencing high volumes of patients.

"We had the ability to innovate on the spot," Mostafavi says, adding that his own lack of power and internet was an additional challenge for the company. "When an event happens, we start receiving requests and questions. ... We had to be agile and adapt our methods to be responsive. Then at the same time, because we haven't tested it, we have to verify that we are confident (in the information we provide)."

On the episode, Mostafavi shares how Hurricane Harvey — which occurred shortly after Mostafavi moved to Houston — inspired the foundation of Resilitix and how Houston is the ideal spot to grow the company.

"We are very excited that our company is Houston based," he says. "We should not be just ground zero of disasters. We have to also be ground zero for solutions as well. I believe Houston should be the hub for resilience tech innovation as it is for energy transition.

"I think energy transition, climatetech, energy tech, and disaster tech go hand in hand," Mostafavi continues. "I feel that we are in the right place."

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