So say a sponsor backed portco they've held for 5 years is merging with another private company (say of equal size), and they pull over a COO. He will get equity in the new entity, but how do the shares work (for existing mgmt and also for the people from the acquiree's side)?
The COO's equity from his original company will vest because of the liquidity event, but what about equity in the new entity?
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To be honest its impossible to give an answer to this question, because there is no correct answer and depends on many variables. Least of not which the two partners putting together the deal and what they want the COO to do personally.
I would say the best way to model this for a modeling test the COO gets paid out on his share as per a liquidity event, then you can assume he has the opportunity to buy new shares of the combined entity and is added to that incentive pool (as "normal" without capital contribution)- that's at least how I could do it because its simplest and easiest to explain.
How would the equity be valued given the timing of the entry for the COO?
At FMV. There are accountants who help with this. You then pay tax on whatever you were gifted (for example if it’s unallocared sweet)
Agree with above, for modeling test purposes the COO should either just roll into the new entity (IMO most simple) or just get fully bought out (with full liquidity event) and then buy back in for simplicity.
In reality it is much more complicated than that, and often one of the fine points of structuring a deal. The existing owners don't want to get stuck with a massive tax bill, there are ways to avoid that
When you say roll- so the COO would get paid out but rather than take the cash, he can reinvest the proceeds on a tax free basis, and purchase shares in the new entity at fair market value? And then make money off the subsequent sale of the new entity assuming it goes up in value from the point the COO joins to when the company sells or is acquired next? are the shares the executive is granted typically the same class of shares as the GPs/LPs? Thank you
You’re mixing quite a few concepts. What do you exactly need this for? It can get very complex and technical quickly
My dads company is getting acquired and this scenario is really happening, so was just doing this as a thought exercise. Appreciate the help though
Get lawyers, accountants and management advisors in. It’ll be worth the money. You can’t and shouldn’t figure this out on your own
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