Премии и скидки в оценке

Control premiums, minority discounts и illiquidity adjustments Стоимость компании зависит не только от intrinsic value, но и от характера ownership — контрольный vs миноритарный пакет, ликвидность. Premiums и discounts корректируют value для specific ownership context. Levels of value Control, marketable: 100% ownership of public company. Highest value — full control + liquidity. Minority, marketable: small stake в public company. Trading price reflects this. No control, but liquid. Control, non-marketable: 100% ownership of private company. Control, but can't easily sell. Minority, non-marketable: small stake в private company. No control, no liquidity. Lowest relative value. Control premium Control premium: excess value для controlling stake over minority stake. Buyer pays more для control. Sources of control value: ability to determine strategy, management, capital allocation; synergies с buyer's business; access to 100% of cash flows (vs pro-rata dividends). Measuring premium: in M&A, compare offer price to pre-announcement trading price. Difference = premium paid. Typical range: 20-40% в most M&A deals. Varies by deal rationale, competition among buyers, target's bargaining power. Minority discount Flip side of control premium. Minority stake worth less due to lack of control. Minority discount = 1 - (1 / (1 + Control Premium)). If control premium 30%, minority discount = 1 - (1/1.30) = 23%. Application: valuing minority stake от control-level value. Control value $100M, 30% premium → minority value ≈ $77M. Lack of Marketability Discount (DLOM) Illiquidity discount: private company shares lack ready market. Can't sell easily at fair price. Sources: transaction costs высокие, no price discovery, lengthy sale process, buyer search costs. Evidence: restricted stock studies (discount for restricted vs unrestricted shares), pre-IPO studies (discount от IPO price). Range: 15-35% typical. Higher для smaller companies, longer expected holding periods, less stable businesses. Calculating DLOM Restricted stock studies: compare price of restricted (can't trade) vs registered shares. Difference = marketability discount. Pre-IPO studies: compare private transaction prices to subsequent IPO price. Private traded at discount. Put option models: treat illiquidity as cost of protective put (право продать at fair value). Option cost estimates discount. Key person discount Если company value depends heavily on one individual (founder, key executive), risk exists if person leaves, becomes incapacitated. Discount reflects: probability of departure/incapacity, impact on business, ability to replace. Range: 10-25% in extreme cases. Less if succession plan, team depth exists. Blockage discount For very large blocks of stock, selling at once would depress price. Discount for market impact of selling. Relevant: для holders of > 10-20% of float. Normal trading can't absorb block without price impact. Estimate: based on historical price impact studies, block trade discounts observed. Applying premiums/discounts Sequence matters: typically apply minority discount first (если starting from control value), then DLOM. Minority + DLOM: Minority Value = Control Value × (1 - Minority Discount) × (1 - DLOM). Example: Control value $10M, 25% minority discount, 20% DLOM. Minority, non-marketable value = $10M × 0.75 × 0.80 = $6M. M&A synergies Synergies: additional value created by combining two companies. Cost synergies (eliminate duplicates) и revenue synergies (cross-selling). Standalone value: target's value assuming no acquisition. DCF of target's standalone projections. Combined value: target's value в combined entity, including synergies. = Standalone + Synergies. Synergy split: negotiation determines how synergies shared between buyer и seller. Premium reflects seller's share of synergies. Valuation in M&A context Minimum price: standalone value + premium seller requires. Seller won't accept less. Maximum price: standalone value + synergies. Buyer shouldn't pay more (all synergies to seller). Deal price: somewhere between. Split reflects bargaining power, competition, negotiation. Practical considerations Context matters: same company has different values depending on ownership characteristics. Specify what you're valuing. Document basis: clearly state if valuation is control/minority, marketable/non-marketable. Adjustments depend on starting point. Avoid double-counting: если using public company comps (minority, marketable), don't apply minority discount again. Comps already reflect minority level. Support discounts: premiums/discounts often challenged (tax, litigation). Provide empirical support for rates used.