Module II· Special Situations ValuationAdvanced
Question
How do you negotiate valuation in a restructuring where equity value is often zero?
Answer
Negotiation dynamics in restructuring:
- 'Equity-stub value' — even when a DCF shows equity = 0, equity often has option value (a real option on recovery). Sponsors try to push a stub value of $5–15m.
- 'Strategic value' — existing customer relationships, brand, and employee know-how can carry non-quantifiable value. Buyer argument: 'we'd pay X for the carve-out platform alone'.
- 'Cost of liquidation avoidance' — reorganization-plan costs, reputational damage, and employee severance/social-plan costs can lower the liquidation floor by 20–40% — this 'avoidance value' can be allocated to equity holders.
- Game theory: bondholders vs. shareholders — bondholders have an incentive to compute equity value as zero; shareholders the opposite.
- Plan-negotiation leverage: the debtor's ability to file the reorganization plan is a strong lever (cram-down only with a majority's consent).
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Pitch tip
'In restructuring mandates, the equity-value negotiation is often an out-of-court workout discussion — litigation-avoidance value is the main argument.'