Unsold Shares in Valuation

Let's say that company A IPO'd in the past and only sold a minority stake (eg 40%) to the public, and the rest is still held by the founders. If company B tries to buy company A, how does it take account into the unsold shares held by the founders in A's valuation? To my understanding, only looking at its EV and its market cap would not include the 60% and value the company based on the minority stake held by the public, which would not make sense if they are trying to own a controlling stake of the company. 

Another similar question would be how the implied share price calculated by subtracting net debt from EV (DCF/multiples based valuation) takes account into these unsold shares.

Apologies if this is a stupid question, but I am struggling to understand this and there seems to be no clear answers anywhere. Thanks!

 

You value the company using a forward multiple or a DCF to get to the EV. You subtract debt, add cash, to get Equity Value. Then you divide Equity Value by the number of Fully Diluted Shares outstanding to get the price per share you're willing to pay. Who owns the equity doesn't matter - being publicly traded just means that some shares of the company are owned by thousands of shareholders and can be freely bought and sold on a stock exchange.

The number of shares, who they are owned by and whether or they're trading publicly has no impact on the value of the business.

 

that is what I thought all along - so does shares outstanding encompass 100% of company's shares regardless of how much is available to the public?

 

Put simply, yes. The shares that are publicly traded constitute the "float".

I say put simply because the real number of shares outstanding has to be fully diluted to take into account the potential dilutive effect of stock options etc.

 

Beatae rerum debitis eius molestias incidunt numquam inventore. Quia dolores sunt omnis ea dolore reprehenderit omnis. Consectetur veniam consectetur omnis. Ducimus quos aut autem et molestiae. Eum dolorem cum et et. Nam eligendi vel vero provident et dolor.

Career Advancement Opportunities

May 2024 Investment Banking

  • Jefferies & Company 02 99.4%
  • Lazard Freres No 98.8%
  • Harris Williams & Co. 25 98.3%
  • Goldman Sachs 17 97.7%
  • JPMorgan Chase 04 97.1%

Overall Employee Satisfaction

May 2024 Investment Banking

  • Harris Williams & Co. 18 99.4%
  • JPMorgan Chase 10 98.8%
  • Lazard Freres 05 98.3%
  • Morgan Stanley 07 97.7%
  • William Blair 03 97.1%

Professional Growth Opportunities

May 2024 Investment Banking

  • Lazard Freres 01 99.4%
  • Jefferies & Company 02 98.8%
  • Goldman Sachs 17 98.3%
  • Moelis & Company 07 97.7%
  • JPMorgan Chase 05 97.1%

Total Avg Compensation

May 2024 Investment Banking

  • Director/MD (5) $648
  • Vice President (21) $373
  • Associates (91) $259
  • 3rd+ Year Analyst (14) $181
  • Intern/Summer Associate (33) $170
  • 2nd Year Analyst (68) $168
  • 1st Year Analyst (205) $159
  • Intern/Summer Analyst (146) $101
notes
16 IB Interviews Notes

“... there’s no excuse to not take advantage of the resources out there available to you. Best value for your $ are the...”

Leaderboard

success
From 10 rejections to 1 dream investment banking internship

“... I believe it was the single biggest reason why I ended up with an offer...”