PRIVATE EQUITY: Terms and Definitions

By Staff Reporters

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Capital Call: Definition and Explanation

A capital call is a notice sent to investors requesting that they contribute additional capital to a private equity fund. Capital calls are made when the fund manager has identified a new investment opportunity that requires additional funds.

Investors must be prepared to respond to capital calls with the required funds in a timely manner, as failure to do so could result in penalties or even the loss of their investment.

Carried Interest: Understanding the Concept

Carried interest is a form of incentive fee paid to private equity fund managers. This fee is calculated as a percentage of the profits generated by the fund’s investments.

Carried interest is often criticized as a tax loophole, as it is treated as capital gains, which are taxed at a lower rate than ordinary income.

Deal Flow: What it Means for Investors

Deal flow refers to the number of potential investment opportunities that a private equity firm evaluates. A robust deal flow is important for private equity firms, as it provides a pipeline of potential investments to consider.

Investors may want to investigate a private equity firm’s deal flow as part of their due diligence process, as a strong deal flow can indicate the firm has a good track record of finding attractive investment opportunities.

Due Diligence: A Key Step in Private Equity Investing

Due diligence is the process of evaluating a potential investment opportunity to assess its viability. This process involves a thorough investigation of the company’s financials, operations, and management team.

Due diligence is a critical step in the private equity investment process, as it helps to identify potential risks associated with an investment opportunity. Investors who skip due diligence do so at their own risk.

Exit Strategy: How Private Equity Firms Make Money

Exit strategy refers to the plan that private equity firms have in place to cash out of their investments. Private equity firms typically exit investments through an initial public offering (IPO), a sale to another company, or a management buyout.

Exit strategy is critical to the private equity investment process, as it is how investors ultimately make returns on their investments.

Fund of Funds: An Overview

A fund of funds is a type of investment fund that invests in other investment funds. In the private equity space, fund of funds typically invest in a portfolio of private equity funds.

Fund of funds can be a good way for investors to gain exposure to a wider range of private equity investments with less risk than investing in individual funds.

General Partner vs Limited Partner: What’s the Difference?

The general partner is the party responsible for managing the private equity fund and making investment decisions. Limited partners, on the other hand, are typically passive investors who provide capital but have little involvement in the investment process.

The distinction between general partners and limited partners is important for investors to understand, as it can impact their level of involvement in the investment process.

Investment Horizon: A Crucial Factor in Private Equity Investments

Investment horizon refers to the length of time an investor plans to hold an investment. In the private equity space, investment horizons can be several years or even a decade.

Investment horizon is a critical factor for investors to consider, as it impacts the level of liquidity they will have and the returns they can expect to make on their investment.

Leveraged Buyout (LBO): Definition and Examples

A leveraged buyout is a type of acquisition where the acquiring company uses a significant amount of debt to finance the purchase. The idea is that the acquired company’s assets will be used as collateral to secure the debt.

Leveraged buyouts can be an effective way for private equity firms to acquire companies with minimal capital investment. However, the use of leverage also increases the risk associated with these types of acquisitions.

Management Fee vs Performance Fee: Understanding the Two

The management fee is the fee paid to the general partner for managing the private equity fund. The performance fee, or carried interest, is paid based on the fund’s performance and returns generated for investors.

The distinction between management fees and performance fees is important for investors to understand, as it affects the level of fees they will be responsible for paying.

Pitchbook: A Guide to Creating an Effective Pitchbook

A pitchbook is a presentation used by private equity firms to pitch their investment strategy to potential investors. An effective pitchbook should be clear, well-organized, and provide a compelling rationale for why investors should consider investing in the fund.

Investors reviewing a fund’s pitchbook should look for evidence of a well-thought-out investment strategy and a track record of successful investments.

Private Placement Memorandum (PPM): What it is and Why It Matters

A private placement memorandum is a legal document provided to potential investors that details the terms of the private equity fund. It includes information on the fund’s investment strategy, expected returns, fees, and risks associated with the investment.

Reviewing a fund’s private placement memorandum is a critical step in the due diligence process, as it provides investors with a comprehensive understanding of the investment opportunity.

Recapitalization: A Strategy for Restructuring a Company

Recapitalization is a strategy used by private equity firms to restructure a company’s capital structure. This can involve issuing debt to pay off equity holders or issuing equity to pay off debt holders.

Recapitalization is often used to improve a company’s financial position and increase its value, making it a key tool in the private equity arsenal.

Valuation Techniques Used in Private Equity Investing

Valuation techniques are used to determine the value of a private company. These techniques can include discounted cash flow analysis, market multiples analysis, and asset-based valuation.

Understanding valuation techniques is important for investors, as it allows them to evaluate the relative value of investment opportunities and make informed investment decisions.

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“Rules-of-Thumb” and Medical Practice Valuation Benchmarks

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Busting another Myth of Medical Practice Appraisal

[By Dr. David Edward Marcinko; MBA, CMP™]

[Publisher-in-Chiefdr-david-marcinko]

For doctors, buying or selling a practice may be the biggest financial transaction of their lives. 

Reasons for appraising practice worth include: succession, retirement and estate planning; partnership disputes and divorce; or as an important tool for organic growth and strategic planning.

However, the transaction is fraught with many pitfalls to avoid and no medical specialty seems immune. 

Valuation Difficulties 

For example, we recall the MD who asked her accountant for the “value” of her practice and was correctly given its lower “book value”, rather than its higher “fair-market-value” as a profitable ongoing-concern. The doctor lost tens-of-thousands-of-dollars in a subsequent attorney-driven sales transaction.

Although her CPA produced correct figures for exactly what was requested, the doctor and attorney did not differentiate between the two terms-of-art.  Later legal mediation determined that neither was responsible for the linguistic error, as both parties acted in good-faith.

Of course, it was the doctor who paid dearly for her mistake in communication and business acumen.  

“Rules-of-Thumb” [aka: benchmark formulas or calculations] 

And so, in the stable distant past, physicians occasionally used “rules of thumb” formulas to value their medical practices. 

“Rules” typically were expressed as benchmark calculations, formulas or multipliers (e.g. “one times revenues” or “five times cash flow”).  

Today, because of the economic volatility in the healthcare industrial complex, “rules of thumb” should not be used to value any medical practice (other than as general internal managerial sanity checks).  

Moreover, they are fraught with legal liability should the deal sour, and such benchmarks general hold little to no weight with the IRS. 

Case example [the tale of two identical medical practices] 

Economically, for example, consider two medical offices, each earning $1 million in gross revenues; both worth $1.5 million (according to a “rule of thumb” that a medical practice is worth 1½ times annual revenues).  Yet, in reality Medical Office #1 is worth twice Medical Office #2.   

How is this possible?   

The answer is because Medical Office #1 is a newer practice in a hot neighborhood that did $500,000 last year, $1 million this year; and projects to do even more next year.  Its property, instruments, HIT and medical equipment is new; aggressive young physician-executive management and medical training is excellent.   

Medical Office #2 is an older practice located in a low-income area, revenues were $2 million a few years ago and have fallen to the current level; the practice has a leaky roof, old equipment and lots of deferred maintenance, etc.  HMO patients abound, with declining reimbursement rates and an older practitioner.  

Assessment 

So, although much more complicated than the above simple example, we can now see how “rule-of-thumbs” can mislead more often than inform. 

Yet, we might also ask why they are still used by some misinformed doctors?  

Simplicity and inertia is the answer, according to Hope Rachel Hetico; RN, MHA a valuation professional and Certified Medical Planner™ from the Institute of Medical Business Advisors Inc, in Atlanta GA www.MedicalBusinessAdvisors.com 

And, the cost of a benchmark “rule-of-thumb” valuation is hard to beat; $0. Keep in mind that in most cases, you will want to ensure the value determination will stand up to IRS scrutiny, so the $0 rule-of-thumb is not really an option  

The Case of Edgar versus Berg 

Legalistically, a landmark legal case in business valuation was the Estate of Edgar A. Berg v. Commissioner (T. C. Memo 1991-279). The Court criticized the CPAs as not being qualified to perform valuations, failing to provide analysis of an appropriate discount rate, and making only general references to justify their “Opinion of Value.”  

In rejecting these experts, the Court accepted the IRS’s expert because he possessed the background, education and training; and developed discounts, and demonstrating how reproducible evidence applied to the assets being examined.  

Assessment 

The Berg decision marked the beginning of the Tax Court leaning toward the side with the most comprehensive appraisal. Previously, it had a tendency to “split the difference.”  

Now, some feel the Berg case launched the business valuation profession.

MORE: https://medicalexecutivepost.com/2017/11/03/traditional-reasons-for-a-medical-practice-valuation/

Conclusion

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Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners(TM)

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Invite Dr. Marcinko

Q & A Interview on Medical Practice Valuations

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An Interview with Dr. David Edward Marcinko; MBA, CMP™
[By
Karen Caffarini: Reporter: American Medical News]

Hot Topic

Dr David E Marcinko MBAMedical Practice Appraisals and Valuations

[Unedited Question-Answer Interview]

Excerpt

The allocated purchase price must be reported to the IRS. Goodwill is considered a capital asset. Therefore, the seller will want to allocate as much of the selling price to goodwill as possible. The buyer will want to allocate more of the selling price to non-goodwill assets because goodwill amortization is not tax deductible while depreciation and amortization of other assets is tax deductible. This “negotiated” goodwill will stand as the IRS value.“

Assessment

Thus, the IRS has effectively forced the controversial goodwill determination on practice buyers and sellers. This makes it even more imperative for buyers to specifically identify any hidden practice assets they are acquiring at the time of purchase; or for purchasers to discover them.

Humor

Q: What asset might have less value than a toxic credit-debt-obligation [CDO]?

A: A private medical practice

Conclusion

Your comments are appreciated; especially if you have bought, sold or merged a medical practice recently.

Read it here: ama-news-reply

Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Medical Executive-Post – is available for seminar or speaking engagements. Contact: MarcinkoAdvisors@msn.com

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