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Finance: What is a Fairness Opinion? 0 Views
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Description:
What is a Fairness Opinion? Fairness opinions are used to help parties involved in any sort of changes in business ownership that involve selling. They are used with things like mergers and acquisitions; analysts look at the transaction as a whole and give their opinion regarding the selling price. The buyers and sellers are then able to use this information to ensure that everyone is receiving the best deal possible.
- Social Studies / Finance
- Finance / Financial Responsibility
- College and Career / Personal Finance
- Life Skills / Personal Finance
- Finance / Finance Definitions
- Life Skills / Finance Definitions
- Finance / Personal Finance
- Courses / Finance Concepts
- Subjects / Finance and Economics
- Finance and Economics / Terms and Concepts
- Terms and Concepts / Accounting
- Terms and Concepts / Banking
- Terms and Concepts / Credit
- Terms and Concepts / Ethics/Morals
- Terms and Concepts / Real Estate
- Terms and Concepts / Regulations
Transcript
- 00:00
finance a la shmoop what is a fairness opinion? well shouldn't there be
- 00:07
something about love and war that goes here you know like not all's fair and [Woman throws page at a man]
- 00:12
maybe not all right two companies the one who boogs and we love gross each owned
- 00:17
40% of a small operating business that makes nostril trimmers shaped like the
- 00:24
16th century French apothecary the division yeah it's called [Nose trimmer vibrates]
Full Transcript
- 00:28
Nostrildamus..........
- 00:32
A dozen other shareholders own the remaining 20% of the company privately
- 00:37
the one who boogs wants to buy out the 40% of Nostrildomus that we love gross
- 00:43
owns and the 20% owned by everyone else well they've co-owned this company for [Longsnout and sneezy walking together]
- 00:49
decades since great-grandpappy longsnout partnered with another great grandpappy
- 00:54
sneezy yeah no relation to the Disney family there
- 00:58
the division will do 100 million dollars in revenue this year and generate 15
- 01:02
million in cash profits alright so how does it get valued because there's got
- 01:06
to be a buyout here of the remaining percentage and it's not valued
- 01:10
separately at the moment why is it important for that value to be well fair?
- 01:15
while lots of potential for corruption here and unsquare dealings may be gross
- 01:20
would sell out cheap in return for bugs to back out of the Russian territories [Men with briefcases for heads appear]
- 01:25
where it does big business sort of a tit for tat business deal but then the 20%
- 01:30
minority owners of the division would be screwed because they didn't get full and [Minority owners protesting]
- 01:34
fair price for the division that was sold and well they don't benefit in the
- 01:38
way that gross would benefit by then being able to run the tables or nostrils
- 01:42
of Russia you know and the apostrophe stans that it controls right so
- 01:47
everyone's got to be treated fairly here so that's not easy and especially in
- 01:52
those stans you know like where Borat comes from so in order for everyone to [Borat wearing a mankini on a beach]
- 01:56
be treated fairly a wizened investment banker is usually called in to write a
- 02:03
legal fairness opinion and that opinion will likely be inspected by judges and
- 02:07
other bankers and lawyers should anything go awry so that banker has to
- 02:12
be very thorough and careful in the way that they calculate [Person punching numbers into calculator]
- 02:15
the values of each division and their rationale such that everyone gets paid
- 02:20
fairly and squarely all right well that fairness opinion is used to frame the
- 02:24
purchase price in the terms of whatever deal ends up going down or up a big part
- 02:31
of the bankers value-add is creative solutions to bridge valuation gaps where
- 02:35
one company thinks it's worth more than the other or at least more than what
- 02:39
it's getting in the deal and while bankers fairness opinions focus mostly
- 02:43
on just the cash value of the company well like you can imagine that owning or
- 02:49
controlling a hundred percent of the company would come with all kind of
- 02:52
benefits if nothing else just not having to report to tons and tons of
- 02:55
shareholders so what's that right to not report worth and everyone can argue [Man and woman arguing on the sidewalk]
- 03:00
about that in a banker who's done lots of these transactions can point to other
- 03:03
transactions that came with a 12% premium for the right to not have to
- 03:08
report to tons of tons of shareholders right so that's just one example
- 03:11
bankers often whisper through one side or the other deal dials that can be [Woman banker whispering to male banker]
- 03:16
turned where companies then feel more fairly treated and then happier to sign
- 03:21
on the dotted line because when they do well then the banker gets paid well
- 03:24
those whispers are things like extended term payments like they're buying for
- 03:29
cash could they pay over ten years and what if the the acquirer decided to pay
- 03:34
with equity like their own stock instead of all cash and then there's like 50
- 03:38
other little things like that the companies care about that bankers can
- 03:41
help them you know turn the dials and if they didn't care about any of those [Person turns dial]
- 03:44
things well then they'd be more likely to you know take a nosedive
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