资源描述
International Private Equity and Venture Capital Valuation Guidelines December 2018 International Private Equity and Venture Capital Valuation Guidelines Disclaimer By accessing the Valuation Guidelines you indicate that you accept the terms of use available here and that you agree to abide by them. The terms of use also cover the translation of the Valuation Guidelines. To translate the Valuation Guidelines, please contact: The information contained within this paper has been produced with reference to the contributions of a number of sources. Neither the IPEV Board nor other named contributors, individuals or associations can accept responsibility for any decision made or action taken based upon this paper or the information provided herein. For further information please visit: International Private Equity and Venture Capital Valuation Guidelines Contents Preface 5 Introduction 6 Application of the Guidelines 8 Section I: Valuation Guidelines including Explanatory Comments 9 1. The Concept of Fair Value 9 2. Principles of Valuation 12 3. Valuation Methods 19 3.1 General 19 3.2 Apply Judgement in Selecting Valuation Techniques 20 3.3 Selecting the Appropriate Valuation Technique 21 3.4 Multiples 22 3.5 Industry Valuation Benchmarks 27 3.6 (i) Quoted Investments 27 3.6 (ii/iii) Blockage Factors and Discounts 28 3.6 (iv) Observable Prices 29 3.7 Discounted Cash Flows or Earnings (of Investee Company) 30 3.8 Discounted Cash Flows (from an Investment) 31 3.9 Net Assets 33 3.10 Calibrating to the Price of a Recent Investment 33 4. Valuing Fund Interests 37 4.1 General 37 4.2 Adjustments to Net Asset Value 38 4.3 Secondary Transactions 39 4.4 Other Valuation Approaches for Fund Interests 39 International Private Equity and Venture Capital Valuation Guidelines Section II: Additional Application Guidance 40 5. Specific Considerations 40 5.1 Unit of Account 40 5.2 Insider Funding Rounds 42 5.3 Distressed Market 43 5.4 Bridge Financing 43 5.5 Debt Investments 44 5.6 Rolled up Loan Interest 45 5.7 Indicative Offers 45 5.8 Impacts from Structuring 46 5.9 Contractual Rights 47 5.10 Non-Control Investments 48 5.11 Mathematical Models / Scenario Analysis 49 5.12 Sum of the Parts 49 5.13 Transaction Costs 49 5.14 Real Estate Investments 49 5.15 Infrastructure Investments 50 Section III Defined Terms 51 Appendix 1 Valuation Guidelines without commentary 57 Appendix 2 Additional Information 64 Financial Reporting Standards 64 Application of IFRS 9/ASC Topic 946 to Debt Investments 64 Valuation Standards 65 Appendix 3 Changes in the 2018 Version of the Guidelines 66 Endorsing Associations 69 5 International Private Equity and Venture Capital Valuation Guidelines Preface The International Private Equity and Venture Capital Valuation (IPEV) Guidelines (Valuation Guidelines) set out recommendations, intended to represent current best practice, on the valuation of Private Capital Investments. The term “Private Capital” is used in these Valuation Guidelines in a broad sense to include privately held (i.e., unlisted) Investments in early stage ventures, management buyouts, management buyins, infrastructure, credit and similar Investments and Investments in Funds making such Investments. The Valuation Guidelines, as presented in section I and appendix 1, are intended to be applicable across the whole range of Alternative Funds (seed and start-up venture capital, buyouts, growth/ development capital, infrastructure, credit, etc.; hereafter collectively referred to as Private Capital Funds) and financial instruments commonly held by such Funds. They also provide a basis for valuing Investments by other entities, including Fund-of-Funds, in such Private Capital Funds. The Valuation Guidelines have been prepared with the goal that Fair Value measurements derived when using these guidelines are compliant with both International Financial Reporting Standards (IFRS) and United States Generally Accepted Accounting Principles (US GAAP). This has been done in order to provide a framework, which is consistent with accounting principles, that Private Capital Funds should utilise to determine a Fair Value for Investments. Other jurisdictions that use a similar definition of Fair Value, such as “willing buyer and willing seller” may also find these Valuation Guidelines applicable. It should be noted that these Valuation Guidelines may for good reason differ from guidance published by others with respect to valuing privately held securities issued as compensation. The Valuation Guidelines are included in section I with explanatory comments. The Valuation Guidelines are repeated at appendix 1 without commentary. Section I presents the Valuation Guidelines themselves, shaded, surrounded by a border and set out in bold type, with accompanying explanations, illustrations, background material, context, and supporting commentary to assist in their interpretation. Section II provides application guidance for specific situations. Where there is conflict between the content of these Valuation Guidelines and the requirements of any applicable laws or regulations or accounting standard or generally accepted accounting principles, the latter requirements should take precedence. These Valuation Guidelines should be regarded as superseding the previous 2015 Valuation Guidelines issued by the IPEV Board and are considered in effect for reporting periods beginning on or after 1 January 2019. Earlier adoption is encouraged. 6 International Private Equity and Venture Capital Valuation Guidelines Private Capital managers may be required to carry out periodic valuations of Investments as part of the reporting process to investors in the Funds they manage. The objective of these Valuation Guidelines is to set out best practice where Private Capital Investments are reported at Fair Value and hence to help investors in Private Capital Funds make better economic decisions. The increasing importance placed by international accounting authorities on Fair Value reinforces the need for the consistent use of valuation practices worldwide and these Valuation Guidelines provide a framework for consistently determining valuations for the type of Investments held by Private Capital Funds. Private Capital Funds are typically governed by a combination of legal or regulatory provisions or by contractual terms. It is not the intention of these Valuation Guidelines to prescribe or recommend the basis on which Investments are included in the financial statements of Private Capital Funds. The IPEV Board confirms Fair Value as the best measure for valuing Investments in and by Private Capital Funds. The Boards support for Fair Value is underpinned by the transparency it affords investors in Funds which use Fair Value as an indication of performance of a portfolio in the interim. In addition, institutional investors require Fair Value to make asset allocation decisions and produce financial statements for regulatory purposes. These Valuation Guidelines differentiate among the basis of valuation (Fair Value), which defines what the carrying amount purports to represent, a Valuation Technique (such as the earnings multiple technique), which details the method or technique for deriving a valuation, and inputs used in the Valuation Technique (such as EBITDA). Financial reporting standards do not require that these Valuation Guidelines be followed. However, while Valuers must conclude for themselves whether or not their Fair Value measurements are compliant with relevant financial reporting standards, measuring Fair Value in compliance with relevant financial reporting standards can be achieved by following these Valuation Guidelines. These Valuation Guidelines are intended to represent current best practice and therefore will be revisited and, if necessary, revised to reflect changes in regulation or accounting standards. Private Capital by its nature utilises confidential, non-public information. However, Investors in Private Capital Funds need sufficient, timely, comparable, and transparent information from their Managers to allow Investors to: Exercise fiduciary duty in monitoring deployed Investment capital; Report periodic performance to ultimate Investors, beneficiaries, boards, etc., as applicable; and Prepare financial statements that are consistent with applicable accounting standards. Introduction 7 International Private Equity and Venture Capital Valuation Guidelines Investors may also use the Fair Value information to: Make asset allocation decisions; Make manager selection decisions; and Make investor level incentive compensation decisions. Readers should note that these Valuation Guidelines address financial valuation issues only. The IPEV Board, after thorough discussion and consultation, has concluded that matters relating to the reporting and evaluation of non-financial factors or inputs in the context of a Funds responsible investment practices, including environmental, social, and governance factors, are conceptually included in these Valuation Guidelines where their impact is financial, but are otherwise outside the scope of this document. These Valuation Guidelines are focused on articulating valuation best practice from a conceptual, practical, and investor reporting standpoint. Given differences in local regulation, they do not seek to fully address best practice as it relates to internal processes, controls and procedures, governance aspects, committee oversights, the experience and capabilities required of the Valuer, or the audit or review of valuations. However, where appropriate the Valuation Guidelines do provide guidance with respect to valuation process best practice as discussed in the following. 8 International Private Equity and Venture Capital Valuation Guidelines These Guidelines are intended to articulate best practices with respect to valuing all debt and equity Investments of Investment Entities/ Companies. As such, these Guidelines articulate principles which encourage: Consistency of valuation methodology at each Measurement Date and for similar Investments; Appropriateness of valuation judgments consistent with market participant assumptions; Calibrating valuation inputs; and Rigour and thoughtfulness of valuation approach. In addition to the application of the Guidelines presented below, a robust valuation process will incorporate industry best practice regarding the valuation process and documentation. Common and better practice would include, but not be limited to, the following: A written robust valuation policy, incorporating these Guidelines, that requires documentation of the procedures and methodologies to be used to determine the Fair Value of each individual Investment in the Funds portfolio; Documentation of the inputs and assumptions included in the valuation analysis and the rationale supporting the conclusion of value; Use of an independent internal valuation committee and/or external advisers to review methodologies, significant inputs, and Fair Value estimates for reasonableness; and Incorporation of Backtesting as a component of the valuation process. The best practices listed above are not intended to be all-inclusive, but instead provide consideration for additional steps that should be considered when applying the Valuation Guidelines within the context of a robust transparent valuation policy. Application of the Guidelines 9 International Private Equity and Venture Capital Valuation Guidelines Section I: Valuation Guidelines including Explanatory Comments Section I presents the Valuation Guidelines themselves, shaded, surrounded by a border, and set out in bold type, followed by accompanying explanations, illustrations, background material, context, and supporting commentary, to assist in the interpretation of the Valuation Guidelines. Section II provides further application guidance for specific situations. 1. The Concept of Fair Value 1.1 Fair Value is the price that would be received to sell an asset in an Orderly Transaction between Market Participants at the Measurement Date. 1.2 A Fair Value measurement assumes that a hypothetical transaction to sell an asset takes place in the Principal Market or in its absence, the Most Advantageous Market for the asset. 1.3 For actively traded (quoted) Investments, available market prices will be the exclusive basis for the measurement of Fair Value for identical instruments. 1.4 For Unquoted Investments, the measurement of Fair Value requires the Valuer to assume the Investment is realised or sold at the Measurement Date whether or not the instrument or the Investee Company is prepared for sale or whether its shareholders intend to sell in the near future. 1.5 Some Funds invest in multiple securities or tranches of the same Investee Company. If a Market Participant would be expected to transact all positions in the same underlying Investee Company simultaneously, for example separate Investments made in series A, series B, and series C, then Fair Value would be estimated for the aggregate Investment in the Investee Company. If a Market Participant would be expected to transact separately, for example purchasing series A independent from series B and series C, or if Debt Investments are purchased independent of equity, then Fair Value would be more appropriately determined for each individual financial instrument. 1.6 Fair Value should be estimated using consistent Valuation Techniques from Measurement Date to Measurement Date unless there is a change in market conditions or Investment-specific factors, which would modify how a Market Participant would determine value. The use of consistent Valuation Techniques for Investments with similar characteristics, industries, and/or geographies would also be expected. The objective of measuring Fair Value is to estimate the price at which an Orderly Transaction would take place between Market Participants at the Measurement Date. Fair Value is the hypothetical exchange price taking into account current market conditions for buying and selling assets. Fair Value is not the amount that an entity would receive or pay in a Forced Transaction, involuntary liquidation, or distressed sale. 10 International Private Equity and Venture Capital Valuation Guidelines Although transfers of shares in private businesses are often subject to restrictions, rights of pre- emption, and other barriers, it should still be possible to estimate what amount a willing buyer would pay to take ownership of the Investment, subject to such restrictions. The estimation of Fair Value assumes that the time period required to consummate a transaction hypothetically began at a point in time in advance of the Measurement Date such that the hypothetical exchange culminates on the Measurement Date. Therefore, Fair Value should reflect the actual amount that a seller would receive in an Orderly Transaction under current market conditions at the Measurement Date. An additional discount
展开阅读全文