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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Rice Brain Institute awards seed grants for dementia, Alzheimer’s research

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The recently established Rice Brain Institute awarded 12 seed grants last month to support research on dementia, Alzheimer’s disease, Parkinson’s disease and other neurological disorders.

The grants are part of the Rice DPRIT Seed Grant Program, which aims to help faculty members generate preliminary data, test and teams that would be supported under the Dementia Prevention and Research Institute of Texas.

The DPRIT was approved last year to provide $3 billion in state funding over a 10-year span for research on dementia prevention and other neurological conditions. It will be modeled after the Cancer Prevention and Research Institute of Texas (CPRIT), which has awarded nearly $4 billion in grants since 2008.

“DPRIT is a historic initiative with transformative impact potential and at Rice we are very well equipped to contribute to its mission and help make Texas a leader in brain health and innovation,” Behnaam Aazhang, a Rice professor of electrical and computer engineering and director of the Neuroengineering Initiative and the RBI, said in a news release.

The Rice DPRIT Seed Grant Program is supported by the RBI and the Educational and Research Initiative for Collaborative Health (ENRICH) office at Rice. Most of the funding came from Rice's Office of Research, with a contribution from Rice's Amyloid Mechanism and Disease Center, which also launched last year.

A number of the teams include collaborators from Houston's Texas Medical Center, including Baylor College of Medicine, University of Texas Medical Branch and the McGovern Medical School at UTHealth Houston.

The 12 teams are:

Keya Ghonasgi, assistant professor of mechanical engineering at Rice. Ghonasgi's research addresses the high risk of falls among people with different types of dementia and aims to develop a personalized, home-based fall-prevention approach using textile-integrated wearable sensors.
Luz Garcini, associate professor of psychological sciences at Rice, and Hannah Ballard, associate director of community and public health at the Kinder Institute for Urban Research at Rice. Garcini and Ballard's research looks at barriers and facilitators to early detection of Alzheimer’s disease in diverse, medically underserved urban communities and focuses on populations that experience late diagnosis, including Hispanic/Latino groups.
Lei Li, assistant professor of electrical and computer engineering at Rice, and Pablo Valdes, assistant professor of neurosurgery at UTMB. Li and Valdes' project develops a noninvasive, bedside imaging approach to monitor brain blood flow and oxygenation in patients recovering from stroke or brain surgery using photoacoustic imaging through a specialized transparent skull implant.
Cameron Glasscock, assistant professor of biosciences at Rice. Glasscock's project addresses repeat expansion disorders, such as Huntington’s disease and myotonic dystrophy, and focuses on stopping DNA instability before repeats reach a disease-causing threshold.
Raudel Avila, assistant professor of mechanical engineering at Rice. Avila's project focuses on everyday health factors such as nutrition, hydration and brain blood flow and how they influence brain aging long before symptoms of dementia appear.
Isaac Hilton, associate professor of bioengineering at Rice, and Laura Lavery, assistant professor of biosciences at Rice. Hilton and Lavery's project uses precise CRISPR-based gene regulation to target multiple genetic drivers of neuronal damage in Alzheimer’s.
Quanbing Mou, assistant professor of chemistry at Rice, and Qing-Long Miao, assistant professor of neurology at Baylor College of Medicine. Mou and Miao's project aims to develop a gene-regulation therapy for childhood absence epilepsy by restoring activity of the CACNA1A gene.
Momona Yamagami, assistant professor of electrical and computer engineering at Rice, and Christopher Fagundes, professor of psychological sciences at Rice. Yamagami and Fagundes' project addresses the physical and mental health challenges faced by spouses caring for partners with Alzheimer’s disease and related dementias and aims to develop algorithms to determine the optimal timing and frequency of supportive text messages.
Han Xiao, professor of chemistry at Rice. Xiao's project aims to improve the delivery of antibody therapies to the brain using a noninvasive, light-based approach that temporarily opens the blood–brain barrier.
Lan Luan, associate professor of electrical and computer engineering at Rice. Luan's project investigates how tiny blood-vessel injuries in the brain, known as microinfarcts, contribute to dementia.
Natasha Kirienko, associate professor of biosciences at Rice. Kirienko's project targets a shared cause of neurodegeneration, impaired mitochondrial cleanup, and aims to identify an existing antidepressant that could be repurposed to protect neurons in diseases like Alzheimer’s and Parkinson’s.
Harini Iyer, assistant professor of biosciences at Rice. Iyer's project will observe zebrafish to investigate how the brain’s primary immune cells become improperly activated in neurological disorders, leading to the loss of healthy neurons and cognitive impairment.

The RBI also named the first four projects to receive research awards through the Rice and TMC Neuro Collaboration Seed Grant Program in January. Read more about those projects here.

Report: These 10 jobs earn the biggest salary premiums in Texas

A move to Texas bolsters earnings for some, and a new SmartAsset study has revealed the top professions where the median annual earnings in the Lone Star State exceed the national median.

The report, "When it Pays to Work in Texas — and When It Doesn’t," published in April, analyzed over 700 occupations to determine which have the biggest "Texas premium" — meaning jobs where the price-adjusted median annual pay in Texas most exceeds the national median for the same occupation — and which jobs have the biggest “Texas penalty,” where the statewide median annual pay falls furthest below the national median. Salaries were sourced from the U.S. Bureau of Labor Statistics (BLS) and adjusted for regional price parity.

According to the report's findings, geoscientists have the biggest "Texas premium" and make a $159,903 median annual salary. Texas' salary for geoscientists is 61 percent higher than the national median for the same position (after adjusting for regional price parity).

"Texas’s large petroleum industry helps explain why employers in the state retain so many geoscientists," the report's author wrote. "In fact, the Lone Star State is home to more geoscientists than any other state except California."

There are more than 3,600 geoscientists working in Texas, SmartAsset said.

These are the remaining top 10 occupations with the biggest "Texas premiums" (salaries are price-adjusted):

No. 2 – Commercial pilots: $167,727 median Texas earnings; 37 percent higher than the national median
No. 3 – Sailors: $67,614 median Texas earnings; 36 percent higher than the national median
No. 4 – Aircraft structure assemblers: $83,519 median Texas earnings; 35 percent higher than the national median
No. 5 – Ship captains: $108,905 median Texas earnings; 27 percent higher than the national median
No. 6 – Nursing instructors (postsecondary): $100,484 median Texas earnings; 26 percent higher than the national median
No. 7 – Tax preparers: $63,321 median Texas earnings; 25 percent higher than the national median
No. 8 – Chemists: $104,241 median Texas earnings; 24 percent higher than the national median
No. 9 – Health instructors (postsecondary): $128,680 median Texas earnings; 22 percent higher than the national median
No. 10 – Engineering instructors (postsecondary): $129,030 median Texas earnings; 22 percent higher than the national media

The careers where Texas workers earn less

SmartAsset said an editor is the Texas profession where workers earn the furthest below the median for the same occupation elsewhere in the U.S. Not to be confused with film and video editors, BLS defines editors as those who "plan, coordinate, revise, or edit written material" and "may review proposals and drafts for possible publication."

The study found editors make a price-adjusted median wage of $29,710, which is 61 percent lower than the national median for the same position, and there are nearly 8,200 editors in Texas.

It's worth noting that the salaries for editors may be skewed by the fact that there are not major publications in rural areas of Texas, and other professions may also have financial deviations for similar reasons.

Several healthcare jobs also appear to have the worst penalties in Texas compared to elsewhere in the country. Home health aides are the second-worst paying professions in the state, making a median wage of $24,161.

"More home health aides work in Texas than in nearly any other state, with only California and New York employing more," the report said. "However, the more than 300,000 Texans in this occupation earn median annual pay that is about 31 percent below the national median, after adjusting for regional price parity.

SmartAsset clarified that pay penalties are not consistent "across the board" for other healthcare occupations in Texas.

"For physical therapy assistants, occupational therapy assistants, and postsecondary nursing instructors, Texas may be an especially strong place to work, with these occupations offering 'Texas premiums' of between 17 percent and 26 percent," the study said.

These are the remaining top 10 occupations where median annual earnings in Texas fall furthest below the national median for the same occupation:

No. 3 – Cardiovascular technicians: $49,382 median Texas earnings; 27 percent lower than the national median
No. 4 – Semiconductor processing technicians: $38,295 median Texas earnings; 25 percent lower than the national median
No. 5 – Tutors: $30,060 median Texas earnings; 25 percent lower than the national median
No. 6 – Control and valve installers: $56,496 median Texas earnings; 24 percent lower than the national median
No. 7 – Mental health social workers: $46,109 median Texas earnings; 23 percent lower than the national median
No. 8 – Clinical psychologists: $74,449 median Texas earnings; 22 percent lower than the national median
No. 9 – Producers/directors: $65,267 median Texas earnings; 22 percent lower than the national median
No. 10 – Interpreters/translators: $46,953 median Texas earnings; 21 percent lower than the national median

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This article originally appeared on CultureMap.com.

Houston rises in 2026 ranking of best U.S. cities to start a business

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Houston has reaffirmed its commitment to a business-friendly environment and now ranks as the 26th best large U.S. city for starting a business in 2026. The city jumped up eight places after ranking 34th last year.

WalletHub's annual report compared 100 U.S. cities based on 19 relevant metrics across three key dimensions: business environment, access to resources, and costs. Factors that were analyzed include five-year business survival rates, job growth comparisons from 2020 and 2024, population growth of working-age individuals aged 16-64, office space affordability, and more.

Florida cities locked out the top five best places in America for starting a new business: Tampa, Orlando, Jacksonville, Hialeah, and St. Petersburg.

Houston's business environment ranked as the 19th best in the country, and the city ranked 51st in the "business costs" category. However, the city lagged behind in the "access to resources" ranking, coming in at No. 72 overall. This category examined metrics such as Houston's working-age population growth, the share of college-educated individuals, financing accessibility, the prevalence of investors, venture investment amounts per capita, and more.

"From the Gold Rush and the Industrial Revolution to the Internet Age, periods of innovation have shaped our economy and driven major societal progress," the report's author wrote. "However, the past few years have been particularly challenging for business owners in the U.S., due to factors such as the COVID-19 pandemic, the Great Resignation and high inflation."

Earlier this year, WalletHub declared Texas the third-best state for starting a business in 2026, and several Houston-area cities have seen robust growth after being recognized among the best career hotspots in the U.S. Entrepreneurial praise has also been extended to five local companies that were named the most innovative companies in the world, and six powerhouse female innovators that made Inc. Magazine's 2026 Female Founders 500 list.

Texas cities with strong environments for new businesses
Multiple cities in the Dallas-Fort Worth Metroplex can claim bragging rights as the best Texas locales for starting a new business. Dallas ranked highest overall — appearing 11th nationally — and Irving landed a few spots behind in the 16th spot. Arlington (No. 23), Fort Worth (No. 30), Plano, (No. 35), and Garland (No. 65) followed behind.

Only six other Texas cities earned spots in the report: Austin (No. 24), Lubbock (No. 36), Corpus Christi (No. 39), San Antonio (No. 64), El Paso (No. 67), and Laredo (No. 76).

Austin tied with Boise, Idaho and Fresno, California for the highest average growth in the number of small businesses nationally, while Corpus Christi and Laredo topped a separate list of the U.S. cities with the most accessible financing.

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