SPAC Valuations Consulting
Marshall & Stevens knows SPAC and DESPAC Valuation:
“In 2022, Marshall & Stevens was the leading financial advisor on SPAC acquisitions in the United States in terms of the transaction value of deals completed. The rise of special purpose acquisition company (SPAC) acquisitions is creating new business for many of the world’s largest investment banks, and the U.S. was the most active region for SPAC IPOs globally in 2022. The total value of deals Marshall & Stevens advised on exceeded six billion U.S. dollars.”
– Statista, an independent and insight-driven research organization. Read more at: https://www.statista.com/statistics/1236473/leading-financial-advisors-by-value-of-spac-acquisition-usa/
SPAC and SPAC Valuation Overview:
- SPACs are alternatively referred to as “blank check” or a “shell” company as it has no assets, funds, or commercial operations when formed.
- The SPAC shell raises investment capital through an initial public offering (“IPO”) with an intent to acquire a company(ies) and merge it(them) into the shell.
- Business owners (entrepreneurs, private equity funds, and other investors) see SPAC transactions as a preferred avenue to taking their company public while avoiding the cumbersome traditional IPO process themselves.
- SPACs are not new investment vehicles, but they do come in and out of popularity.
- According to SPAC Insider, there were 613 SPAC IPOs in 2021, an incredible increase over the 248 SPAC IPOs in 2020, 59 in 2019, 46 in 2018, 34 in 2017, and between 20 and one (1) SPAC IPOs each year from 2009 through 2016.
US SPACs require compliance with US GAAP public company financial reporting standards which include valuations in support of de-SPAC transactions, such as:
- Valuation of simple or complex equity and debt instruments (FASB ASC 320, 718, 815 and 946) including founder’s shares, preferred equity, warrants, options, etc.
- Purchase price allocation analyses (FASB ASC 805) for S4 filings when targets have been identified and again when change of control (de-SPAC) transactions are consummated and an opening day balance sheet is required.
- Other analyses as necessary to comply with FASB accounting requirements.
There may also be a need for Fairness Opinions and Solvency Opinions for some de-SPAC transactions. For more information, download a copy of the recent article by Ralph Consola: Transparency, Independence, Fairness Opinions and the SEC.
Marshall & Stevens provides all of the above listed valuation consulting services and complies with the Mandatory Performance Framework (“MPF”) for those Certified in Entity and Intangible Valuations (“CEIV”), a professional designation designed to improve the quality of public company valuation analyses and reports.
For more information, please contact one of the professionals listed below, and see our recent SPAC success stories.
How Marshall & Stevens can help with SPAC Valuation
Our SPAC Valuation team collaborates with our internal multi-disciplinary professionals to provide the value analyses and fresh independent opinions to fiduciaries, financing sources and investors for public and private company transactions.
Business Valuation
Whether for purchase, sale, investment, gifting, recapitalization, or equity/option grants, establishing an understanding of value is crucial for decision makers.
Financial Valuation
Lawyers, accountants, wealth managers and other trusted advisors refer their important clients to us for financial valuation and consulting services.
Financial Reporting Valuation
Auditors refer their public and private clients to Marshall & Stevens for financial reporting assignments due to the knowledge, expertise, and experience of our professionals.
Frequently Asked Questions
-
A SPAC is a public company; as such, all public company transactions receive scrutiny from a larger audience than private company transactions. That said, fairness opinions differ by scope of work – are we being asked to opine only to the consideration being paid (or received) or are we to also opine as to the process undertaken to arrive at the proposed transaction.
Our SPAC / de-SPAC transaction fairness analyses and opinions are typically done in phases to address value first, then fairness of the transaction consideration to the party engaging us. -
If a company has their purchase price allocation and other financial reporting done for compliance with private company GAAP and then goes public (IPO, SPAC, merger, etc.), the financial reporting will have to be redone and restated to meet the public company standard prior to going public. The initial small cost savings of following private company GAAP for acquisitions is far outweighed by the cost to redo the work in the future.
The Marshall & Stevens Difference
Marshall & Stevens provides Fairness and Solvency Opinions, valuation analyses, investigative accounting, and expert witness services to assist public and private clients with their important transactions and litigation matters.
Client Highlights
Here are a few client success stories from public and private companies we’ve worked with
SPAC Valuation Contacts at Marshall & Stevens
Background
John Agogliati is Senior Managing Director for Marshall & Stevens Transaction Advisory Services, LLC providing Dispute Resolution & Litigation Support, Fairness Opinions & Solvency Opinions.
Mr. Agogliati has been in the financial valuation industry since 1998. He performs valuation analyses of closely held companies, financial instruments, derivatives, and complex assets for transactions, litigation, estate and gift tax planning and reporting, and financial reporting purposes in a variety of industries. He leads Fairness Opinion and Solvency Opinion assignments.
Mr. Agogliati serves as a valuation consultant and as an expert witness in matters such as business interruption, breach of contract, product liability, shareholder oppression, legal malpractice, and accountant malpractice, among others for matters that have come before bench trials, jury trials and panel arbitrations.
Prior to joining Marshall & Stevens in 2017, Mr. Agogliati worked in the valuation practice of multiple accounting firms including Deloitte, LLP. Mr. Agogliati earned a Master of Business Administration degree in Finance and a Bachelor of Science in Chemical Engineering with a minor in Economics from Lehigh University. He is a Chartered Financial Analyst (CFA®) Charterholder and an Accredited Senior Appraiser (“ASA”) in business valuation. He is a member of the CFA Institute, the New York Society of Security Analysts and the American Society of Appraisers.
Professional Highlights
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- Member, New York Society of Security Analysts
- Member, American Society of Appraisers
- Marshall & Stevens, Inc.
Senior Managing Director, 2017-present - Anchin, Block & Anchin LLP
Senior Consultant, 2017 - Berdon LLP
Principal – Litigation, Valuation and Dispute Resolution Group, 2004-2017 - Deloitte & Touche
Manager, 1998-2004 - Fuss & O’Neill
Chemical Engineer, 1995-1996 - Ogden Martin Systems
Chemical Engineer, 1994-1995
Background
Darleen Armour is a Managing Director for the Financial Valuation and Consulting practice with Marshall & Stevens. She is responsible for all financial valuation assignments in the West Region. Ms. Armour leads the Technical Standards Committee for the national Financial Valuation & Consulting practice.
Ms. Armour has been in the valuation business since 1987. Her experience includes Fairness Opinions, Solvency Opinions and the valuation of businesses, intangible assets, and securities for financial reporting purposes (purchase price allocation and impairment), estate and gift tax reporting, equity compensation/stock options (IRC 409A), ESOPs, and litigation support.
Ms. Armour works with public and private companies in a wide range of industries. She has a great amount of experience in the valuation of entertainment and media companies and their intangible assets including film libraries and music catalogs.
Prior to joining Marshall & Stevens, Ms. Armour has served as Director of BDO’s Valuation and Business Analytics practice, Senior Vice President at FMV Opinions, Inc., and Senior Vice President at Houlihan Lokey Howard & Zukin, Inc.
Ms. Armour served as an Adjunct Professor at California State University, Fullerton teaching a Graduate Level Business Valuation/Mergers & Acquisition Course from 2010 to 2018.
Ms. Armour has been qualified as an expert witness, has provided testimony, and been a neutral third appraiser in arbitration and legal proceedings.
She is an active member of the Association for Corporate Growth having served on the Orange County Board of Directors from 2001 – 2020 and is a member of the Membership Committee for the Los Angeles Chapter of the Association for Corporate Growth.
Professional Highlights
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- Membership Committee, Los Angeles Chapter
- Orange County Board of Directors, 2001-2020
- Marshall & Stevens, Inc.
October 2015-present
‣ Managing Director, Financial Valuation & Consulting, 2019-present
‣ Director, Financial Valuation & Consulting, 2015-2019 - BDO
Director, Valuation & Business Analytics, 2014-2015 - FMV Opinions
Senior Vice President, 2012-2014 - Cronkite & Kissell
Principal, 2001-2012 - Houlihan Lokey
Senior Vice President, 1987-2001
- California State University, Fullerton
Adjunct Professor, 2010-2018
‣ Business Valuation/Mergers & Acquisitions (graduate level)
Background
Ralph Consola is a Principal and Executive Managing Director working from the corporate headquarters in Los Angeles, California. His responsibilities include leading the West Region of Marshall & Stevens and the firm’s Sales and Marketing efforts nationally.
Mr. Consola works with trusted advisors, investors, and corporations, both public and private, providing valuation and transaction advisory services related to mergers, acquisitions, divestitures, restructurings, financings and corporate tax matters, estate and gift tax reporting, insurance placement, and litigation support. Services provided include Fairness and Solvency Opinions, transaction consulting and the valuation of business enterprises, debt and equity instruments, intangible assets, real estate, and equipment.
Specific experience includes:
- Leading Marshall & Stevens’ national Structured Finance (now Energy & Infrastructure) practice from 2016-2019.
- Fairness Opinion and Solvency Opinion for a $750 Million recapitalization of a $2 Billion revenue produce company.
- Valuation of approximately 1,000 pieces of real estate, and their related fixed assets, for buy/sell consideration, insurable value, and financial reporting for one of the largest religious institutions in the US.
- Purchase price allocation of approximately 5,000 single family residential properties across the US prior to IPO.
- Valuation of fixed assets at over 1,500 locations across the US in support of over 80 FDIC Bank sales.
Mr. Consola joined Marshall & Stevens in 1999. He assumed the responsibilities of Principal in 2005 and Executive Managing Director in 2010. Before joining Marshall & Stevens, Mr. Consola worked for 11 years in the University Relations Division of Loyola Marymount University, where he served as Director of Alumni Relations, Senior Development Officer and on the Capital Campaign Committee.
Download a copy of Ralphs article Fair or Not Fair - Fairness Transparency and the SEC by clicking here.
Professional Highlights
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December 1999-present
‣ Executive Managing Director, Business Development, 2020-present
‣ Director, Board of Directors, 2017-present
‣ Executive Managing Director, Structured Finance Practice Leader, 2010-2019
‣ Principal, 2005-2016 - Loyola Marymount University
Director of Alumni Relations, Senior Development Officer, 1988-1999
Background
David A. Gaynor, ASA, is a National Practice Leader for our Financial Valuation Practice and Managing Director of our Healthcare Valuation Practice. Mr. Gaynor’s responsibilities include overseeing the delivery of valuation services to the Firm’s financial valuation clients.
Mr. Gaynor has more than 22 years of consulting experience, specializing in the valuation of businesses and business interests, intangible assets, liabilities, and complex securities in connection with mergers and acquisitions, financing, estate and gift tax planning, charitable contributions, litigation support services, strategic planning, fairness opinions, Employee Stock Ownership Plans (ESOPs), accounting matters, and recapitalizations. Mr. Gaynor has served clients in a wide variety of industries, including the healthcare, food & beverage, restaurant, consumer products, telecommunication and manufacturing industries.
Prior to joining Marshall & Stevens, Mr. Gaynor led the Healthcare Valuation Group at Crowe, LLP. He has also been employed at CohnReznick, LLP and EisnerAmper, as well as Management Planning Inc. and Pluris Valuation Advisors, LLC.
Mr. Gaynor earned a Bachelor of Science in Finance from The College of New Jersey in Ewing, NJ.
Mr. Gaynor is an Accredited Senior Appraiser (ASA) in business valuation with the American Society of Appraisers. In addition, Mr. Gaynor is a Member of the Appraisal Issues Task Force (AITF), a Board Member of the Towson University Family Network, and a Member of the Montgomery Township, NJ Budget and Finance Committee. Mr. Gaynor is a frequent writer and speaker on valuation topics.
Professional Highlights
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- Board Member, Towson University Family Network
- Member, Montgomery Township, NJ Budget and Finance Committee
- Marshall & Stevens, Inc.
December 2019-present
‣ Managing Director, Northeast Financial Valuation Practice Leader, 2023-present
‣ Managing Director, 2019-2023 - Crowe
February 2014-November 2019
‣ Managing Director, Healthcare Valuation Services Leader, 2019
‣ Senior Manager, 2014-2019 - CohnReznick LLP
Senior Manager, 2012-2014 - Pluris Valuation Advisors LLC
Vice President, 2010-2012 - Management Planning, Inc.
Vice President, 2008-2010 - Valuation Research Corporation
Vice President, 2007-2008 - Crowe Horwath LLP
Manager, 2004-2007 - EisnerAmper
Supervisor, 2002-2003
Background
James Sieman serves as a Principal and Managing Director for the Financial Valuation & Consulting practice of Marshall & Stevens Incorporated. Mr. Sieman is responsible for all financial and multidisciplinary assignments in the Southeast Region.
Active in the valuation profession since 1998, Mr. Sieman provides financial valuation and consulting services to private sector clients and publicly traded companies in a broad range of industries as well as to government agencies. Areas of specialization include complex valuation studies and consulting engagements requiring a financial or multidiscipline approach relating to Fairness Opinions for mergers & acquisitions, intellectual and other intangible property for allocation (ASC 805) and transfer pricing, estate & succession planning and reporting, employee stock ownership plans (ESOPs), stock options, warrants, SARS, etc. (ASC 718/IRC 409a), recapitalizations and equity financing, bankruptcy, reorganization, divestitures, litigation support for dissolutions, stockholder and ad valorem disputes, and SEC and IRS Compliance.
Mr. Sieman received a B.S. degree in Finance from Purdue University. He attends numerous educational seminars in valuation theory and practice. Mr. Sieman is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers.
Professional Highlights
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Managing Director, 2009-present - Kroll
Director, 2005-2008 - Shepard Schwartz & Harris LLP
Director, 2003-2005 - Marshall & Stevens, Inc.
Manager, 1998-2003
Background
John F. Spude, ASA is a Principal and Executive Managing Director for Marshall & Stevens.
Mr. Spude leads Marshall & Stevens’ Senior Management Team oversight to the Energy & Infrastructure (“E&I”), Financial Valuation (“FIN”), Machinery & Equipment (“M&E”), and Transaction Advisory Services (“TAS”) practices, and a member of the Fairness and Solvency Opinion Review Committee.
Mr. Spude’s responsibilities include working closely with and being a resource to the leadership of each of the firms acquired by Marshall & Stevens. He also provides oversight to the E&I, FIN, M&E and TAS practices of Marshall & Stevens. He is a longtime member of Marshall & Stevens’ internal review committee for Fairness and Solvency Opinion analysis.
Active in the valuation profession since 1983, Mr. Spude led the national Financial Valuation & Consulting practice for Marshall & Stevens until 2023. He has managed and performed thousands of analyses including valuations for public and closely held companies, the valuation and lifing of intellectual properties and intangible assets, the quantification of economic obsolescence in tangible asset valuations, and the analysis and valuation of reporting units, debt and equity securities, and tangible and intangible assets.
Mr. Spude led analyses for financial reporting, tax planning and reporting, buy/sell consideration, ESOP compliance, and dispute resolution. He has provided expert witness testimony in valuations and economic damage assessments in the states of Colorado, Florida, Illinois, Minnesota, Tennessee, and Texas.
Mr. Spude is an Accredited Senior Appraiser (“ASA”) of the American Society of Appraisers and a member of the Business Valuation Association. Mr. Spude has been an instructor of the Uniform Standards of Professional Appraisal Practice (USPAP).
Professional Highlights
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- Marshall & Stevens, Inc.
Principal, Executive Managing Director, 2009-present - Kroll Associates, Inc.
Managing Director, 2005-2008