Modeling Exam - Management Options

Hello all,

For those of you who have been through the PE modeling exams, how exactly are management options typically incorporated? I have not worked much with management options and it would be great if someone could explain to me how to build this into my model.

Thanks much!

 

So you wouldn't need to take into account the strike/exercise price or anything?

Guess I'm thinking out loud here, but say management holds X amount of options. At transaction close, wouldn't these options be automatically exercised and thus increase the total shares outstanding?

 
Best Response
pacopacopaco595:
So you wouldn't need to take into account the strike/exercise price or anything?

Guess I'm thinking out loud here, but say management holds X amount of options. At transaction close, wouldn't these options be automatically exercised and thus increase the total shares outstanding?

that guy's example includes a strike price. the strike price is exit equity value = 2x sponsor equity. above 2x sponsor equity, the mgmt options are above the strike, in the money, and they receive proceeds. below 2x sponsor equity, they are out of the money and don't receive proceeds.

there's a difference between mgmt options existing before the deal and mgmt options after the deal. mgmt options before the deal need to be factored into the total shares that the purchaser is buying (you do treasury stock method to figure out additional shares from options). when the deal occurs, the sponsor pays out the existing in-the-money options (buys these shares along with all the other common shares). then the sponsor will give management new options in the pro forma company and those will be set at a strike price of 1x sponsor invested equity value or 2x or something like that.

 

While you don't HAVE to consider it as normal stock options, you CAN probably do it that way if you want, since an lbo model usually includes # of shares and the purchase price/share.

Like all the inputs to a model (especially a hypothetical model) you can set the strike wherever you want.

You might consider doing it this way so that you can show that you know how to handle the dilution and changes to a cap table that options can cause.

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