Portfolio Valuation Services, Financial Sponsors

January 1, 2019

Portfolio Valuation: Private Equity & Venture Capital Marks & Trends

First Quarter 2019

The sell-off in risk assets last year points to why some wag on Wall Street decades ago coined the adage that bull markets take the escalator up and bear markets take the freight elevator down.  The sell-off in the fourth quarter was intense but not atypical. The unanswerable question then and today is whether the sell-off reflected the market discounting weaker earnings to come; illiquidity because heavy selling over the holidays was accentuated by the inability of large banks to commit capital via prop taking versus agency-based market making; or both fundamentals and liquidity.

The rebound in 2019 has been swifter than might be expected normally, but the rally in risk assets accelerated mid-quarter on the 180 degree pivot by Fed officials that further hikes to the Fed Funds target rate (and therefore 30/90-day LIBOR) are on hold until further notice.  

While the sell-off was brutal, it was not long enough to materially clip private equity values because public market pricing is but one of several methods used to value privately held assets (M&A data and DCF are among the most common).  As for credit, high yield has rallied sharply, too, after fears of the Fed hiking the economy into a recession eased. Plus, the global reach for yield is a long-running theme in the years since the GFC.

In short, 1Q19 was not a game changer for private equity and credit as seemed possible in December. Nonetheless, valuations may be subject to more scrutiny given a slowing economy and subdued M&A environment while a robust IPO calendar will allow public investors to have a say on how well (or not) private markets valued a number of high profile companies such as Lyft and Uber Technologies.

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Corporate Venture Capital and ASU 2016-01
Corporate Venture Capital and ASU 2016-01

Best Practices for Equity Instruments

While private equity and venture firms have long been required to provide periodic fair value measurements to their investors, the investments made by corporate venture arms largely have been excluded from such requirements. However, an accounting standards update that took effect at the end of 2017 could cause big changes for corporate investors. The following is an excerpt from our recently published whitepaper that addresses the rise of corporate venture capital and the implications of this accounting update on corporate investment reporting.
Does the Public Market Believe in Unicorns?
Does the Public Market Believe in Unicorns?
The IPO market is hot thanks to the intersection of investor enthusiasm and a new crop of venture capital-backed, and in some instances traditional private equity-backed, firms that have gone public. Unicorns (pre-IPO valuation of $1 billion or more) in particular have caught investors’ attention. There is nothing new about a hot IPO cycle in the U.S. IPO activity waxes and wanes with markets. The last massive wave occurred in 1999 when a mania swept through markets as then internet and other technology-focused companies captured investors’ imaginations.1999 vs. 2019Why has 2019 become the year of the unicorn IPO? It could be a matter of timing and monetary policy. After a nearly ten-year bull market, private equity is monetizing while the IPO window remains open after it more or less closed in the fourth quarter of 2018. Also, easy money policies the past decade arguably have incented investors to shower capital on growth-focused tech companies. With the Fed likely to begin cutting rates again in 2019, capital flows may intensify again.Nonetheless, the current IPO wave is different from 1999 and other peaks on three related counts. One is the length of time most venture-backed companies have remained private before going public. The other is the staggering amount of losses incurred even on an “adjusted” basis before going public. The link between the two differences has been the willingness of deep-pocketed investors, such as SoftBank, to fund losses through multiple capital raises. The link gives rise to the third difference: staggeringly large private market valuations for some.Looking at how several of the big name public offerings have fared this year, we can’t help but wonder:Do current losses matter to public market investors?Did the private market overvalue these unicorns?What does all of this mean for other unicorns planning to go public in 2019?The short answers are: perhaps, probably, and hurry.Sentiment Toward Recent UnicornsPublic investors seemingly have been more discerning about losses than private investors who pushed valuations higher for many companies with successive funding rounds. Price performance in the post-IPO market has been uneven as would be expected, but it points to less tolerance among public market investors to the extent big money losers such as Lyft and Uber have much lower valuations today than expected when their IPO roadshows were launched. Blue Apron is a poster child for a disaster post-IPO stock, but it is not alone.Lyft and Uber point to the more critical view public investors have taken of each company’s business model as it relates to future earnings. Lyft priced near the high end of the range targeted initially by lead underwriter JPMorgan and then saw strong first day performance; however, it now trades about 15% below the IPO price.Uber has traded down modestly from the IPO price, but lead underwriter Morgan Stanley had to sharply reduce the IPO price from when the roadshow started with price talk of a $90 billion to $100 billion post-raise valuation compared to about $73 billion presently.Uber and Lyft posted the highest revenue growth over the prior three years, but also the largest losses. The losses didn’t prohibit the companies from going public, but the uncertainty of a future path to profitability has led to disappointing performance relative to the hype that has surrounded the companies. Perhaps investors see a better outlook for Slack Technologies, which went public via a direct listing on the NYSE in mid-June. Although the company is not yet profitable, the shares rose nearly 50% on the first day of trading as either investors see a path to profitability or too few shares were floated. On the other hand, both Tradeweb and Zoom among a number of newly minted tech companies have performed well since their respective IPOs. Both were profitable in the year prior to the IPO, which is more in line with the kind of pre-offering financials that public investors are used to seeing. The market has rewarded the two companies accordingly. The next big name to test investors’ willingness to fund sizable losses is The We Company. The company confidentially filed for an IPO at the end of 2018 and is expected to begin a roadshow soon. The We Company may be the ultimate unicorn to test the market. It is minting losses. Only through the company’s defined term “community adjusted” EBITDA, which is akin to a twice-adjusted EBITDA, does the company post positive EBITDA. Also, the company has a huge $45 billion valuation based upon its last fundraising round; yet, its business model may be suspect in that it entails acquiring expensive real estate that generally is leased under short-term arrangements. Presumably, in a recession, lease rates would plummet as vacancies soar.Some have raised legitimate questions about valuation processes employed by private equity and VC firms and whether private market valuations are too high. Others have noted investors can, in effect, mark-up the value of prior investments by investing in follow-on capital raises for a given company at a higher valuation. ConclusionWe do not mean to disparage anyone with the issues raised in this article. We respect markets and the pricing information that is conveyed. The prices at which assets transact in private and public markets are critical observations; however, so too are a subject company’s underlying fundamentals, especially the ability to produce positive operating cash flow and a return on capital that at least approximates the cost of capital provided.At Mercer Capital we have been valuing private equity and private credit securities for nearly four decades and have deep experience in most industries. If we can help you establish the value of securities held in your fund or offer a second opinion, please call. We would be glad to assist. Stock Performance Since IPO (Pricing as of 6/20/19)Three Year Financial PerformancePrivate vs. Public Valuation (Pricing as of 6/20/19)Originally published in Mercer Capital’s Portfolio Valuation Newsletter: Second Quarter 2019
Fraudulent Conveyance and Solvency Opinions
Fraudulent Conveyance and Solvency Opinions
The Business Judgment Rule, an English case law doctrine followed in the U.S., Australia and Canada, provides directors with great latitude in running the affairs of a corporation, provided directors do not breach their fiduciary duties to act in good faith, loyalty and care. However, there are instances when state law prohibits certain actions, including the fraudulent transfer of assets that would leave a company insolvent.

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