Illustration
A real estate holding company, based on a DCF
valuation, is worth $100,000. The company operated
as a corporation is owned by A-60% B-20% C-20%.
What is the market value of their shares?
Control premium / minority discount.
At first glance, you might think this
is a simple question of computing proportions.
But consider the value of control, namely A's
ability to elect the board and decide such fundamental
matters as selling all the corporate assets, merging
with another company, or dissolving and liquidating.
A purchaser of A's shares might be willing to
pay a premium for A's shares - perhaps $15,000!
A's shares (financial rights and governance power)
could well fetch $75,000 in an arms-length transaction
- a 25% premium ($15,000/$60,000).
What are the B and C shares worth? Presumably,
together no more than $25,000 - each $12,500.
That is, these shares would be subject to a 37.5%
discount ($15,000/$40,000).
Marketability discount. What
if the B shares are subject to a contractual stipulation
that they can be sold only to other members of
the firm, but the C shares can be sold back to
the firm at "fair value.". This should
make the C shares more valuable because C has
a "market" of sorts into which to sell.
The lack of ready marketability for the restricted
B shares could well cause them to be worth 30%
less than if fully marketable, while the C shares
might lose only 10% of their value because of
their relatively greater marketability.
Final (hypothetical) answer:
| Owner |
Pro rata
value |
Control premium
-----
minority discount |
Marketability
discount |
Market value |
| A |
$60,000 |
+ 25% |
|
$60,000(1.25)=
$75,000 |
| B |
$20,000 |
- 37.5% |
-30% |
$20,000(.625)(.7)=
$8,750 |
| C |
$20,000 |
- 37.5% |
-10% |
$20,000(.625)(.9)=
$11,250 |
| Total |
$100,000 |
|
|
$95,000 |
Notice that total firm value of $100,000 is more
than aggregate market value of ownership interests,
given the marketability discount of the minority
shares.
|