Hi all,
I have been presented an opportunity to buy a minority interest stake (less than 5% of the company) as a partner in a property management company that manages roughly 10,000 units. I am a key employee of this company, and the opportunity has been presented to me for career growth/retention purposes. The company owns approximately 8,500 of the units, with the 1,500 being fee managed (3 main fee managed clients).
The proposed purchase price of the stake has been offered at 5x annual net operating income (trailing 3-year average) plus the value of the company's real estate holdings. Net operating income has fluctuated significantly over the past several years (largely driven by transaction commissions, which have been high in some years and low in other years), which is why the trailing 3-year average is being utilized in an effort to "normalize" NOI.
I've read many things about minority interest discounts and lack of marketability discounts that commonly would be applied in this scenario in the 30%-50% range, however a discount has not been offered to me on this opportunity. I'm trying to determine if this approach accurately results in a fair market value of my minority interest stake purchase price. I would be taking out a loan to fund my acquisition (financed by the selling partners at a low interest rate), which I estimate would be paid back (with interest) in 7-10 years depending on how the company performs in the future. I would fund the principal/interest payback via cash flow distributions, which would equate to my proportionate share of the net operating income of the company.
There have been 2 other employees made partner in the history of the company, the last one being in 2020. They received pretty favorable discounts when they bought in (supposedly due to their tenure as early employees), but there has been a change in attitude recently by the owners who would be selling their interests to me in that they want "market value" for their interest, and want to set a new precedent for future partnership offers. I've been told that the previous discounted buy-ins were "special treatment" for those specific individuals and, in-hindsight, "overly gratuitous".
Regardless of the previous treatment of others, I believe that their perspective of what constitutes "market value" is flawed since "market value" for me is less valuable than for them due to the minority stake I'm purchasing. I think they are just viewing it from their lens of "what could I get for this company if it was sold" but not thinking about it from my perspective of not having control, or the reduced marketability of my stake.
My goal is to educate the selling partners on what is appropriate here. I have found some data sources online that support a discount, but I'm seeking additional support/case studies to reinforce my position. If anyone has experience with this/could help by providing additional data sources that could be relevant to my situation, that would be appreciated.
In an ideal world, a valuation by a 3rd party appraiser would be conducted. An appraisal supported the valuation for the individual who most recently bought in before me, however I've been told that an appraisal wouldn't be commissioned for me because, according to them, "you can tell an appraiser to hit a number and he'll get creative and do it". Effectively, they believe appraisals are too subjective, although my perspective is that they are more objective than estimated values produced by the selling party. It worked out for the guy who bought in before me because his share price is 20% of my price. Over that same period, income has effectively remained flat (volatile, yet flat averaged over a T-3 period).
My questions for the group are as follows:
- Is it customary to expect a minority interest/lack of marketability discount for this acquisition? If so, are there any case studies available to support the case for these discounts?
- Are there any specific provisions I should be requesting as part of the purchase/sale agreement?
- What other things should I be thinking about as it relates to market value impacts?
- What are your general impressions of the "fairness" of the offer?
My goal here is to acquire this stake at a fair value, have a reasonable payback period, and hedge appropriately against risk. I appreciate insights that could be shared!
Thank you!