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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Defining, Measuring & Defining, Measuring & Defending Discounts Defending Discounts for Lack of Liquidityfor Lack of Liquidity
A Teleconference from Business Valuation Resources
Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Ancillary Reading Materials• Defining, Measuring & Defending Discounts for Lack of Liquidity
PDF and PowerPoint Presentation
• Does the ‘Myth of Liquidity’ Lead to Incorrect Discounts? special
report from the December 2006 Business Valuation Update
• Full court decisions and Business Valuation Update abstracts for
related tax cases listed on slides 62 & 63 (abstract and decision
not available for Barnes v. Commissioner and abstract not
available for Estate of Berg v. Commissioner)
• All downloads and links available at the BVR Teleconference pre-
conference reading page:
http://www.bvresources.com/defaulttextonly.asp?
f=tcreading042507
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Learning Objectives• Learn the distinguishing features between liquidity and
marketability
• Learn how to measure discounts for lack of liquidity and the cost of
going public
• Learn how to apply our model using recent court cases
• Understand how to utilize this area’s new research in your practice
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Submitting Questions• Email [email protected] at any time during the
Teleconference
• The final 20-30 minutes is dedicated to telephone questions; the
conference operator will announce Q&A time and provide
instructions on how to join the queue
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
IntroductionIntroduction
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Introduction• Traditionally, appraisers have cited studies of pre-initial public
offering and restricted stock to conclude discounts for lack of
marketability in the 20-50% range
• Over the last three years, the Tax Court has rejected discounts
for lack of marketability based on the average discount found in
restricted stock studies
• The latest rejection of the Quantitative Marketability Discount
Model (QMDM) was in the Estate of Temple (March 2006)
• There is a trend towards courts rejecting averages, and
requiring specific transactions that are as close as possible to
the subject company, and specific evidence of similar
characteristics
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Levels of Value
Notes:· Control shares in a privately held company may also be subject to some discount for lack of marketability, but usually not nearly as much as minority
shares.· Minority and marketability discounts normally are multiplicative rather than additive. That is, they are taken in sequence:
$10.00 Control Value- 2.00 Less: Minority interest discount (.20 x $10.00)
$ 8.00 Marketable minority value- 3.60 Less lack of Marketability discount (.45 x 8.00)$ 4.40 Per-share value of non-marketable minority shares
Value of non-marketable minority (lack of control) shares
Value of restricted stock of public company
“Publicly traded equivalent value” or “Stock Market value” of minority shares if freely traded
Value of control shares
Synergistic (Strategic) Value
$4.40 per share
$6.00 per share
$8.00 per share
$10.00 per share
$12.00 per share
Control Premium
Minority Discount
Discount for restricted stock of public company
Additional discount for private company stock
20% strategic acquisition premium
20% minority interest discount; 25% control premium
25% discount for lack of marketability for restricted stock
Additional 20% discount for private company stock (taken from publicly traded equivalent value $8 per share)
45% total discount for lack of marketability (25% + 20% may be taken additively)
A combined 20% discount and a 45% discount for lack of marketability equals a total of 56% discount from value of control shares
Source: Guide to Business Valuations, Exhibit 8.8; it also appears in Standards of Value: Theory and Applications by Jay Fishman, Shannon Pratt and William Morrison, page 132
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Discount Landscape• Subjective discounts are not acceptable
• Courts have clearly indicated that they are looking for firm
specific measures, supported by clear, relevant, empirical
analysis
• Scientific method is required to identify and substantiate
discounts
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Core Concepts
• Marketability
• Liquidity
• Holding period
• Liquidation period
• Price pressure
• Price risk/volatility
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Formal Definitions• Marketability versus liquidity: ASA definitions adopted July 2004
• Marketability: The capability and ease of transfer or salability of
an asset, business, business ownership interest or security
• Liquidity: The ability to readily convert an asset, business,
business ownership interest or security into cash without
significant loss of principal
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Marketability & Liquidity: What’s the Difference?• Marketability denotes the right to sell an asset in an established
and efficient capital market (public or private), within a
reasonable time, with relatively low transaction costs, and with
minimal effect on that security’s public market price
• Liquidity denotes the ability to convert an asset into cash
without diminishing its value; liquidity is a spectrum
• A block with high liquidity will have low transaction costs, a
short liquidation period and minimal discounts (e.g., bid-ask
spread)
• A block with low liquidity will have opposite characteristics
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
• Registered stock in an Exchange-listed publicly traded firm
• Registered stock in an Exchange-listed publicly traded firm subject
to Reg. 144 restrictions
• Unregistered stock in an Exchange-listed publicly traded firm
• Unregistered stock in a closely held unlisted large firm (potential
to go public)
• Unregistered stock in a closely held unlisted small firm
Marketability
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Liquidity Differences within Marketability Classes• Liquidity can differ significantly within each marketability class,
based on the attributes of the asset
• A significant block of Dow Jones Industrial Average included firm
can be liquidated relatively easily, while stock of a small over the
counter (OTC) firm may find few buyers in the short run without
offering significant discounts
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Publicly Traded Publicly Traded Equivalent ValueEquivalent Value
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Publicly Traded Equivalent Value• Capital Asset Pricing Model (CAPM), Ibbottson premiums, or build-
up rates using capital market proxies (e.g., small stock premium)
provide an estimate of the publicly traded equivalent value
(“PTEV”) of a privately held company
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Liquidity Assumptions of the Publicly Traded Equivalent Value
Finance literature recognizes four dimensions of liquidity:
• Width (availability of a large number of buyers)
• Depth (ability to absorb large volume)
• Immediacy (ability to complete the transaction quickly)
• Resiliency (absorbing large volume of trades without moving the
price)
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Core Issue in Liquidity: Immediacy • Assumption: Market orders have immediate execution
• Reality: Small at-the-market transactions of high trading
volume public securities approach immediate execution
• Large block transactions of thinly traded public securities are
likely to occur off the floor or may need to dribble out
• Even for actively traded shares, orders for above 10,000 shares
may not be subject to the current bid-ask quote
• Either way, a substantial delay and blockage discount may be
relevant
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Effect of Liquidity on Security Pricing & Returns
• Research shows significant difference between returns on liquid
and illiquid publicly traded securities:
• Brennan and Subrahmanyam (1996) show the return difference
of the most liquid and least liquid shares on the New York Stock
Exchange is 6.62% per year
• This difference roughly translates to a discount for lack of
liquidity (DLOL) of 35.5%
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Bid-ask Spread & Liquidity• Amihud and Mendelson (1986) demonstrate that stocks with
higher bid-ask spreads have longer holding periods, thus lower
trading activity
• Stoll (1978) and Stoll (2000) suggest that trading activity plays an
important role in explaining the cross-sectional variation in bid-ask
spreads
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Recent Changes in Market Liquidity• Difference between liquidity of large market cap stocks and small
market cap stocks has increased
• The holding period for SEC Rule 144 securities has been reduced
from two years to one year
• Bid and ask spreads have declined with the change from fraction-
of-a-dollar prices to decimal prices
• Overall market trading volume has gone up several-fold in recent
years; this is partly attributable to program trading strategies
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Changes in Market Changes in Market Liquidity & Private Liquidity & Private CompaniesCompanies
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Changes in Market Liquidity& Private Companies• Minority interests in private companies have not benefited from
the increased liquidity in the public markets
• Consequently, the value difference between closely held minority
interests and their assumed publicly traded counterparts has
widened in recent years
• SEC empirical studies covered larger publicly traded firms during
years in which the public markets were less liquid; these studies
may understate the actual discount for lack of marketability and
ignore the potential discount for lack of liquidity for smaller firms
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Market Profile : Large StocksAverage market Capitalization $22,856 Million
Variable Mean Std Dev t Pr > |t|
No Trade days 0.09% 3.03% 48.5 0.0001
Bid ask spread 3.24% 3.82% 1357.92 0.0001
Cost to trade* 0.49% 142.36% 5.48 0.0001
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Market Profile: Small Stocks Average market Capitalization $17.70 Million
Variable Mean Std Dev t Pr > |t|
No Trade days 23.88% 42.63% 848.32 0.0001
Bid ask spread 13.78% 14.40% 1449.00 0.0001
Cost to trade* 10.45% 13.47% 1174.67 0.0001
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Security Markets LiquidityDifferences Between Small and Large Stocks
• There are significant differences among publicly traded firms of
different sizes
• Among the smaller stocks, 24% do not trade at all on a given day
• The observed bid-ask spread is around 14%
• The measured cost of trading for small lots for smaller firms is
around 10%
• Largest firms are much more liquid, have lower spreads and are
less costly to trade
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Holding Period Vs. Holding Period Vs. Liquidation PeriodLiquidation Period
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Holding Period• Holding period is discretionary
• Investors elect to hold an asset for a certain period based on their
investment preferences and expected returns
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Liquidation Period• Liquidation period is determined by the prevailing market
conditions
• Liquidation period the time needed to liquidate a position in a
manner that minimizes the total cost of the price pressure and
price risk faced by the seller in response to the market availability
of buyers and sellers
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Discount for Lack of Liquidity Function of Liquidation Period
• Discount for lack of liquidity is tied to the anticipated liquidation
period, not the discretionary holding period
• A willing buyer will demand a discount to acquire an asset that
cannot be liquidated immediately
• An existing owner will be willing to discount the asset only to the
extent of the anticipated loss of value during the liquidation period
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Mean Liquidation Period: Small Firms
Mean Liquidation Period ( Months) for Small Firms
0
50
100
150
200
250
MLP
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Mean Liquidation Period: Large Firms
Mean Liquidation Period(Months) for Large Firms
0
20
40
60
80
100
120
140
Time
Liq
uid
ati
on
Pe
rio
d (
Mo
nth
s)
MLP
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Price Pressure• Bid-ask spread
• Listing price (ask)
• Selling price (bid)
• Liquidity can be stimulated by applying price pressure
• Selling pressure results in lower bid price
• Buying demand results in higher ask price
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Market Failure• Frequently the price impact particularly for small firms or large
blocks of large firms, is severe enough to result in a market failure
• Sellers are not willing to sell at the offered low bid price
• Buyers are not willing to buy at the high ask price
• In such cases an orderly liquidation or dribble out is appropriate
• Market failure is not a concept in appraisals because we have to
state a given value on a specific date (there are no reserve bids)
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of
Liquidity
Price Risk• Orderly liquidation exposes the holder to price risk
• Longer liquidation period for volatile assets creates loss of ability
to sell at favorable prices
• Regulatory restraints (e.g.,Reg. 144) can require long liquidation
periods
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Business Valuation Resources Teleconference April 25th, 2007 – Defining, Measuring & Defending Discounts for Lack of