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Holding Company                                     Valuation Discounts Applicable To Holding Companies
Where a company is holding a large chunk of investments in other          When valuing holding companies a valuer should consider three
companies and it’s not having any material Business operations of its     basic types of discounts as the value of a holding company does not
own, it is called a “Holding Company” A holding company typically         follow the sum of parts rule, and generally it’s seen that the value
does not have its own business operations other than the retention        of a holding company is significantly less than the sum value of all
and management of assets in anticipation of future sale or trade or       its subsidiaries. The value of holding company suffers from three
may be as a part of its corporate structure. The Holding Company thus     types of discounts majorly.
derives its income primarily through the Return on the assets held for
investment purpose. To be particular, Income of Holding Co. is only the    x Liquidation discount.
Dividends received by it from the investments made in other               As such the value of Holding Company is based on the sum values of
companies.                                                                its subsidiaries. However liquidation discount is generally provided
                                                                          for built in or embedded capital gains even when no liquidation is
                Valuation of Holding Companies                            planned, more so as far as the value if assets of the subsidiary to
There are two ways to look at value of a holding company-                 pass to the Holding Company, it must pay taxes. Holding period,
 x Value based on Income                                                  rate of tax etc may determine this discount.
As the Income of a holding Company may be negligible when                  x Discount for lack of control
compared to the Value of its underlining Assets i.e. investments, it      The Holding company value also gets discounted on account of lack
doesn’t make sense to Value it based on Income.                           of control, for example a Holding company holds 100% stake in a
                                                                          subsidiary and a holding company holds 15% stake in a company
 x Value based on Assets                                                  both have different values preposition i.e. the one in which 100%
Thus the value of a holding company need to be based on the               stake is held have a controlling value and the one in which 15% is
underlining assets it holds i.e. based on the value of its subsidiary     held shall not command that much proportionate value. Often
companies. Therefore a Valuer should evaluate the company based           discount for lack of control on subsidiaries is applied. The less% of
more on the value of its assets than on the value of its operating        holding, the more the discount & vice versa.
income. It is worth noting that the subsidiaries and Holding Co. are
separate legal entities.                                                   x Discount for Lack of Marketability
                                                                          Due to separate legal entity often more restrictions exists upon
                                                                          transfer of assets of subsidiary company by Holding Company which
                                                                          leads to Discount for Lack of Marketability in the hands of the
                                                                          Holding company.
                                                                          Under any investment the buyer is concerned with the holding
                                                                          period, the risk exposure and the cash return. The longer the term
                                                                          to liquidity, greater the risk of sale and lower the dividend yield, the
                                                                          higher the marketability discount.
tax is exempt for the holding company if it distributes
       Empirical Research for Holding company discount                            dividend in the year it receives dividend from its subsidiary.
Under few of the research on holding company discount carried in
Indian context it is observed that the holding company trades at a            x   Type of Investment Made:-
value significantly less than its Net Asset Value, sometimes as high as           If a holding company’s investments include holding a
50%.                                                                              controlling stake in other companies then it generally trades
                                                                                  at a lower discount than a company holding a non
Can such discounts be Mitigated?                                                  controlling stake in other companies. This is because of the
As discussed above, the value of a pure holding company with no                   level of control the holding company has on its subsidiary
operating assets of their own trade at a heavy discount to their NAV.             and also Sales of its subsidiary are reflected in the
But this discount can in certain cases be mitigated and in some cases             consolidated financial statements of the holding company.
trade at a premium depending upon:-
                                                                                                   Our Comments:-
   x    Future Expectation from the Company
         In cases where markets expect some M&A- consolidation of          It’s been generally observed that valuer’s apply a holding company
        the holding company, in such cases the holding company is          discount in the range of 40 to 60% on the NAV of its holding
        generally valued near to its NAV or its discounts set on the       companies. But adjustments should be made to the discount
        lower side if it holds controlling stake subsidiary companies.     depending on the dividends paid and received by the holding
        This is because due to the M&A reorganization of the Holding       company and also expected future scenario of the company. The
        Subsidiaries, there may exist only single entity having direct     type of investments the holding company holds also has an impact
        control on all assets.                                             on the discount that should be applicable for holding company in
        Also a holding company that is expected to sell its stake in       question. It may also be stated that Reorganization of Holding
        other companies/ other investments also tend to trade at a         Company may also result in Value Creation.
        lower discount since the value of the holding company’s
        investments are realized and expectation of dividend by the
        shareholder increases.
   x    Dividend paid by subsidiaries
        It is generally seen that holding companies which receive
        dividends from their subsidiaries trade at a lower discount as
        compared to other holding companies which do not receive a
        dividend.
        This is because the only income of a pure holding company is
        dividends received from its subsidiaries. Also holding
        companies are expected to pay out dividends received from its
        subsidiaries to its own shareholders since dividend distribution
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                         For any clarifications or Professional Valuation Advisory, feel free to contact:
                         Mr. Chander Sawhney                                                 Mr. Maneesh Srivastava
                         Asst. Vice President                                                Manager
                         M: +91 9810557353                                                   M: +91 9871026040
                         Ph: 011-40622252                                                    Ph: 011-40622255
                         Email: chander@indiacp.com                                          Email: maneesh@indiacp.com


For Free Online Biz Valuation and more Research Based Valuation Information, Please Visit Our Dedicated Valuation Portal
                                       @ www.corporatevaluations.in or mail us @ info@corporatevaluations.in


Disclaimer:-
All rights reserved. This is a Research based publication, Information in this publication is in summary form and is therefore intended for general guidance only. It
is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither corporatevaluations.in nor any other member of the
Corporate Professionals organization accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this
publication. On any specific matter, reference should be made to the appropriate advisor.
Reprinted (or adapted) with permission. Distribution of this material via the internet does not constitute consent to the redistribution of it in any other form or by any
other person or entity. This excerpted article, or any part thereof, may not be reproduced or copied in any form or by any means- graphic, electronic, or
mechanical- without the prior written permission of Corporate Professionals.


Our Valuation Services: Business Valuation | Investment Valuation | M&A Valuation and Swap Ratio | Fairness Opinions |
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Valuation Discounts For Holding Companies Explained

  • 1.
  • 2. Holding Company Valuation Discounts Applicable To Holding Companies Where a company is holding a large chunk of investments in other When valuing holding companies a valuer should consider three companies and it’s not having any material Business operations of its basic types of discounts as the value of a holding company does not own, it is called a “Holding Company” A holding company typically follow the sum of parts rule, and generally it’s seen that the value does not have its own business operations other than the retention of a holding company is significantly less than the sum value of all and management of assets in anticipation of future sale or trade or its subsidiaries. The value of holding company suffers from three may be as a part of its corporate structure. The Holding Company thus types of discounts majorly. derives its income primarily through the Return on the assets held for investment purpose. To be particular, Income of Holding Co. is only the x Liquidation discount. Dividends received by it from the investments made in other As such the value of Holding Company is based on the sum values of companies. its subsidiaries. However liquidation discount is generally provided for built in or embedded capital gains even when no liquidation is Valuation of Holding Companies planned, more so as far as the value if assets of the subsidiary to There are two ways to look at value of a holding company- pass to the Holding Company, it must pay taxes. Holding period, x Value based on Income rate of tax etc may determine this discount. As the Income of a holding Company may be negligible when x Discount for lack of control compared to the Value of its underlining Assets i.e. investments, it The Holding company value also gets discounted on account of lack doesn’t make sense to Value it based on Income. of control, for example a Holding company holds 100% stake in a subsidiary and a holding company holds 15% stake in a company x Value based on Assets both have different values preposition i.e. the one in which 100% Thus the value of a holding company need to be based on the stake is held have a controlling value and the one in which 15% is underlining assets it holds i.e. based on the value of its subsidiary held shall not command that much proportionate value. Often companies. Therefore a Valuer should evaluate the company based discount for lack of control on subsidiaries is applied. The less% of more on the value of its assets than on the value of its operating holding, the more the discount & vice versa. income. It is worth noting that the subsidiaries and Holding Co. are separate legal entities. x Discount for Lack of Marketability Due to separate legal entity often more restrictions exists upon transfer of assets of subsidiary company by Holding Company which leads to Discount for Lack of Marketability in the hands of the Holding company. Under any investment the buyer is concerned with the holding period, the risk exposure and the cash return. The longer the term to liquidity, greater the risk of sale and lower the dividend yield, the higher the marketability discount.
  • 3. tax is exempt for the holding company if it distributes Empirical Research for Holding company discount dividend in the year it receives dividend from its subsidiary. Under few of the research on holding company discount carried in Indian context it is observed that the holding company trades at a x Type of Investment Made:- value significantly less than its Net Asset Value, sometimes as high as If a holding company’s investments include holding a 50%. controlling stake in other companies then it generally trades at a lower discount than a company holding a non Can such discounts be Mitigated? controlling stake in other companies. This is because of the As discussed above, the value of a pure holding company with no level of control the holding company has on its subsidiary operating assets of their own trade at a heavy discount to their NAV. and also Sales of its subsidiary are reflected in the But this discount can in certain cases be mitigated and in some cases consolidated financial statements of the holding company. trade at a premium depending upon:- Our Comments:- x Future Expectation from the Company In cases where markets expect some M&A- consolidation of It’s been generally observed that valuer’s apply a holding company the holding company, in such cases the holding company is discount in the range of 40 to 60% on the NAV of its holding generally valued near to its NAV or its discounts set on the companies. But adjustments should be made to the discount lower side if it holds controlling stake subsidiary companies. depending on the dividends paid and received by the holding This is because due to the M&A reorganization of the Holding company and also expected future scenario of the company. The Subsidiaries, there may exist only single entity having direct type of investments the holding company holds also has an impact control on all assets. on the discount that should be applicable for holding company in Also a holding company that is expected to sell its stake in question. It may also be stated that Reorganization of Holding other companies/ other investments also tend to trade at a Company may also result in Value Creation. lower discount since the value of the holding company’s investments are realized and expectation of dividend by the shareholder increases. x Dividend paid by subsidiaries It is generally seen that holding companies which receive dividends from their subsidiaries trade at a lower discount as compared to other holding companies which do not receive a dividend. This is because the only income of a pure holding company is dividends received from its subsidiaries. Also holding companies are expected to pay out dividends received from its subsidiaries to its own shareholders since dividend distribution
  • 4. Contact us @ corporatevaluations.in An Online Venture of D-28, South Extension –I, New Delhi-110 049 For any clarifications or Professional Valuation Advisory, feel free to contact: Mr. Chander Sawhney Mr. Maneesh Srivastava Asst. Vice President Manager M: +91 9810557353 M: +91 9871026040 Ph: 011-40622252 Ph: 011-40622255 Email: chander@indiacp.com Email: maneesh@indiacp.com For Free Online Biz Valuation and more Research Based Valuation Information, Please Visit Our Dedicated Valuation Portal @ www.corporatevaluations.in or mail us @ info@corporatevaluations.in Disclaimer:- All rights reserved. This is a Research based publication, Information in this publication is in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither corporatevaluations.in nor any other member of the Corporate Professionals organization accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor. Reprinted (or adapted) with permission. Distribution of this material via the internet does not constitute consent to the redistribution of it in any other form or by any other person or entity. This excerpted article, or any part thereof, may not be reproduced or copied in any form or by any means- graphic, electronic, or mechanical- without the prior written permission of Corporate Professionals. Our Valuation Services: Business Valuation | Investment Valuation | M&A Valuation and Swap Ratio | Fairness Opinions | ESOP Valuation| Tax Valuation | FDI & ODI Valuation | Valuation for Regulatory Reporting | Build/Review Financial Models © 2012, Corporate Professionals. All rights reserved