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How Does a Company TRIPLE Its Valuation In a Short Period?

Venture capital firms participated in a tender offer to purchase OpenAI shares, allowing employees of OpenAI to cash out their existing shares to the investors last year. OpenAI was valued at around US$29 billion (HK$ 226 billion). According to Bloomberg and The New York Times, OpenAI has recently completed another deal that values the company at around US$86 billion (HK$ 671 billion), nearly tripling its valuation in less than 10 months. This significant increase in valuation prompts the question of how a private company can achieve such rapid growth in its valuation within a short period.

Post-Money Valuation = Fair Value?

Post-money valuation is a fundamental concept in business valuation that provides insights into the worth of a private company, which usually has not yet generated stable income or profits, but financing activities are generally relatively frequent. Take the following valuation for a company as an example:

US$1 million (amount in a round of financing raised) ÷ 5% (equity ownership) = US$20 million

However, the above calculation is often oversimplified. In many cases, to access additional funding sources and cater to investors with a preference for steady income and reduced risk, the company may offer various classes of equity that convey various clauses and rights to them. These special clauses make the capitalization table diversified with preferred shares, common shares, options, and other securities. That implies that different classes of shares with different rights should have different fair values. Simply dividing the financing amount by the percentage of equity held will overlook the differences in rights and risks associated with classes of shares. The above calculation of post-money valuation normally does not represent the fair value of a private company with different classes of equity and usually results in overestimation.

Valuations of Contingent Claims in Equity Allocation Model

In professional business valuation, crucial steps are to carefully examine the private company’s capital structure, determine the priority terms associated with each class of shares, and allocate equity value into various classes of shares. The process, known as Equity Allocation, involves thoroughly reviewing Contingent Claims, such as liquidation preference, guarantee return, options, warrants and convertible securities, under some typical primary projected scenarios, such as IPO and Liquidation/Sales. The valuation of Contingent Claims under Liquidation/Sales scenario typically involves Option Pricing Models like the Black-Scholes Model (note 1), to obtain fair value for each specific class of share in the capital structure, according to IFRS 9.

  • Contingent Claims under IPO scenario generally will trigger the mandatory conversion of preference shares. In case the options/warrants or convertible securities were in-the-money, instrument holder will exercise them at the agreed exercise price.
  • Contingent Claims under Liquidation/Sales scenario are subject to specific terms and conditions. These stipulate that the preference shares will get back their guaranteed liquidation amount in a predetermined priority, and convertible securities may be converted into common shares or being lapsed in the event of liquidation or sale of a private company.

While post-money valuation provides a clear and straightforward method for determining the value of a private company after a financing round, it is crucial to acknowledge the potential impact of various special clauses and rights on valuation. The Equity Allocation Model is frequently employed to address this concern. Involving a professional valuation expert can contribute to ensuring the accuracy and fairness of valuations.

Note 1: To obtain fair value of each class of share, the Black-Scholes Model is widely used for allocating company’s total equity value (estimated by valuation approaches) at breakpoints, by treating each class of share as a call option. A breakpoint represents the point at which each class of share reaches in-the-money status. The call option value between adjacent breakpoints is allocated to each class of shares.

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