Moderator: David Larsen, Managing Director, Duff & Phelps and Vice Chairman of the IPEV Board

Transcription

1 Valuation Workshop Moderator: David Larsen, Managing Director, Duff & Phelps and Vice Chairman of the IPEV Board Panelists: Chris Franzek, Managing Director and Alternative Asset Advisory Leader, Duff & Phelps Warren Hirschhorn, Vice Chairman, Duff & Phelps Ross Hostetter, Managing Director, Duff & Phelps

2 Agenda I. Fair Value Defined II. Guidance III. Early Stage IV. Divergence V. Case Study 2

3 Section I Fair Value Defined

4 Fair Value Definition has Aligned! Fair Value is defined by: FASB ASC Topic 820 (fka SFAS 157), IFRS 13, and GASB (US Government Accounting Standards Board) Statement 72 as: the price that would be received TO SELL an asset or paid to transfer a liability in an ORDERLY transaction between market participants at the measurement date. This means it is a market-based measurement, not an entity-specific measurement, and should be determined based on assumptions market participants would take into account when pricing the asset, such as risk, size of addressable market, stage of the industry, etc. 4

5 Key Considerations Unit of Account Market Participant Assumptions Orderly Transaction How Does Value Accrete? Calibration 5

6 Calibration Required by ASC Topic 820 when the initial transaction is at Fair Value Process of using observed transactions in the portfolio company s own securities, especially the transaction in which the Fund entered a position, to ensure that the valuation techniques that will be employed to value the portfolio company investment on subsequent measurement dates begins with assumptions that are consistent with the observed transaction On the transaction date, when the transaction price represents fair value, calibrated inputs used with applicable valuation techniques will indicate that the fair value of the portfolio company investment equals the transaction price 6

7 Calibration (continued) When utilizing calibration with a market approach, we are attempting to capture the change in the market and underlying Company since entry We can do this through a few primary methodologies, including but not limited to: Identifying a relevant index, and applying the change in that index since origination to our entry multiple; Identifying relevant comparable companies as a proxy for an index, calculating the change in the comparable company multiples, and applying the overall change in these multiples to our entry multiple; and/or Identifying a universe of comps that would be identified by a likely buyer and calculating multiples for these comps at our acquisition date, estimating the premium/discount implied by these comps vs. the entry multiple, calculating the multiples for these comps as of our valuation date, and applying our entry discount/premium from entry to the comp multiples as of the valuation date. These input assumptions should then be updated to reflect changes in the investment and market conditions at subsequent measurement dates 7

8 Calibration (continued) Simple Example: Company is purchased at a 10x multiple of EBITDA Comparable companies are trading at 12x EBITDA At future measurement dates, based on facts and circumstances, determine if the 2 turns difference should remain, increase or decrease, when determining the multiple used to determine fair value with respect to movements in the comps 8

9 Calibration Example Market Approach For Private Equity investments, we can typically calibrate a Market Approach and/or Income Approach used to price the deal to reflect new information as of the Valuation Date Going back to our simple calibration example Company is purchased at 10x EBITDA while closest comp is at 12x EBITDA As of the Valuation Date, comp multiple has moved to 15x EBITDA Questions Should we continue to apply a 2x (or alternatively 16.7%) discount to the comp multiple? Why/Why Not? Should discounts/premia be considered? Why not just mark to the median of the comps? 9

10 Calibration Income Approach A basic Income Approach utilizes deterministic cash flows which reflect the expected case for a business. If we can use cash flows and the implied TEV at entry, we can estimate the implied IRR as of the transaction date. We can then use the difference (the alpha ) between the IRR and either WACC or VC rate as a basis to recalibrate to a relevant discount rate as of the Valuation Date Questions How have the projections changed? Are they more/less risky? Should I increase/decrease the alpha? Should I use a hurdle rate instead of a traditional discount rate (i.e. WACC)? 10

11 Divergence in Practice: Accounting & Auditing Identifying Market Participant Assumptions & Unit of Account Actively Traded Securities (legal and contractual restrictions) Transaction Fees Premiums/Discounts (Control, Marketability Discounts) Value of Debt used to determine the value of Equity Failure to Calibrate Option Pricing Models Conservatism Cross-holdings Blind acceptance of NAV Blind acceptance of Pricing Services Frequency of Valuation Readably Determinable Fair Value 11

12 Early Stage

13 How VC Investments Are Priced For buyout investments, deals are often priced based on traditional income or market approach models VC investments, however, are valued based on a combination of judgement, risk profiles, industry insights, and most of all negotiation. For rounds with multiple investors, prices are often set by a few lead investors, with other investors left with a take it or leave it price If we can t duplicate our process (the negotiation) used to price the investment, how do we determine Fair Value??? 13

14 Common errors / misconceptions made by deal teams Because negotiation is such a large part of round pricing and standard valuation models do not necessarily apply (especially for early-stage deals) deal teams often err on the side of leaving investments at cost Most common Fair Value related errors/misconceptions made by deal teams? We don t have a model to update Marking to cost because: Nothing has happened We have a liquidation preference Marking to a pari passu round We got a good deal At a given measurement date, cost may be a reasonable estimate of Fair Value, but it doesn t mean you shouldn t do something to support it 14

15 Valuation Methodologies Estimating Fair Value Typical process entails two steps: Estimate the enterprise value ( Enterprise Value ) of the Company; and Allocate the Enterprise Value to the securities within the capital structure of the Company. Enterprise Value Estimation Methodologies Income Approach Market Approach PWERM/Scenario Analysis Capital Structure Valuation Methodologies Liquidation Fully-diluted Contingent Claims PWERM/Scenario Analysis 15

16 Capital Structure Value Estimation The Fair Value of a security can be estimated based on the value of the Company as a whole and the financial claim (seniority and other option rights) that a security has over the value of the Company or its assets. Two simplistic methodologies are commonly used when valuing securities in a VC investment: Methodology Pros Cons Immediate Liquidation What would be received by the holder of the security if the Company was liquidated today? Easy to calculate, can provide a reasonable approximation of value if a near-term liquidity event is highly probable Does not consider the option value of out-of-themoney securities, and therefore overstates the value of senior securities Fully Diluted Basis What percentage of common shares would be held by the holder of the security If all securities were to convert to common? Easy to calculate Assumes value will increase to the point where all preferred shareholders convert, and understates the value of the rights and preferences of senior securities 16

17 Securities Value Estimation Examples, assuming the following capital structure: Security Liq Pref Dividend Inv (per share) Total Shares Series B (sr.) 2x 0% $ Series A (jr.) 1x 0% $ Common N/A N/A $ Immediate Liquidation Assume we have $1,000 in assets The liquidation preference for the Series B is $2,000. Given the Series B is Senior to the Series A and common, all asset value is allocated to Series B given an immediate liquidation scenario. Fully Diluted Basis If we assume Series B shares are worth $10 per share, we assume all other securities are worth $10 per share. Given this, our implied enterprise value is $3,000 Typically, when people state pre-money and post-money this is the basis they consider. As of the Series B round, $2,000 would be the pre-money and $3,000 the post-money If we assume $1,000 in TEV, each share will be worth $3.33, as all shares are assumed to be equal in value. 17

18 Section III.a Importance of Market Participant Assumptions

19 Scenario Analysis for Venture Capital Investments How to define success & failure Research performed by Correlation Ventures suggests that 10.0% of investments return at least 5.0x, with 35.0% over 1.0x. This chart creates a data point for scenario analysis. About 35.0% of Venture Capital investments provide upside, while 65.0% provide downside. Source: Provided by Correlation Ventures. Duff & Phelps November 30,

20 Scenario Analysis for Venture Capital Investments How to define success & Failure (cont.) The 2016 National Venture Capital Association Yearbook provides the following definition for Success rate : This definition leads us to believe that the occurrence of an IPO or acquisition can be a simple way to measure success The definition above suggests that about 25% of venture-backed companies go public or are acquired Failure includes bankruptcy. According to the Wall Street Journal, If failure means liquidating all assets, with investors losing all their money, then an estimated 30% to 40% of high potential U.S. start-ups fail Source: Page 94. National Venture Capital Association, Yearbook 2016" (2016). Thomson Reuters. Gage, Deborah. "The Venture Capital Secret: 3 Out of 4 Start-Ups Fail." WSJ. Dow Jones, 20 Sept Web. Duff & Phelps November 30,

21 The Venture Capital Funnel Seed 1027 Companies 225 Succeeded Success Rate = 22% Early Stage 411 Companies 109 Succeeded Success Rate = 26% Late Stage 34 Companies 12 Succeeded Success Rate = 35% Source: CB Insights Duff & Phelps November 30,

22 Market-based Probability Scenarios Scenario Probabilities by Stage Scenario Seed Early Late Downside (1) 40% 35% 30% Liquidation Preference (2) 40% 40% 35% Upside (3) 20% 25% 35% 1. If failure means liquidating all assets, with investors losing all their money, an estimated 30% to 40% of high potential U.S. start-ups fail. The probability of the downside scenario occurring increases from the lower bound of the WSJ s estimate to the upper bound. 2. The probability of the Liquidation Preference scenario is one-minus the sum of the probabilities of the Downside and Upside scenarios. 3. The probability of the Upside scenario corresponds to the findings from the Venture Capital Funnel. Duff & Phelps November 30,

23 Securities Value Estimation Two models attempt to incorporate market participant-based assumptions, mitigating the drawbacks of the more simplistic methodologies: Methodology Pros Cons PWERM-based Waterfall Estimates the assumed payout by security under most likely liquidation scenarios Consistent with how VCs think about pricing their investments Enterprise value estimations limited to the number of scenarios proposed, weightings are subjective Contingent Claims Analysis Determines the value of a security based on the principals of option pricing theory Considers preference rights, option value of subordinate securities, and takes a probabilistic approach to estimating the future value of the company Assumes that future enterprise values will be normally distributed, which we know is fundamentally inaccurate. Value very sensitive to volatility assumption, which is subjective and difficult to benchmark for early stage businesses 23

24 Securities Valuation Methodology Summary Methodology Pros Cons Liquidation Ease of use Assumes immediate liquidation at proposed TEV, which is unlikely Ignores optionality of subordinate shareholders Fully Diluted Ease of use Assumes substantial value at liquidity (past LPs) Overvalues optionality of subordinate shareholders Contingent Claims Auditable Complexity Assumes normallydistributed returns, which may not be realistic Not a market participant utilized model PWERM / Scenario Analysis Can help model actual scenarios (e.g. Success to Failure) Subjective and risk of complexity (Calibration to prior round can make it more objective). 24

25 Valuation Methodologies To Consider Across Life Cycle Market Approach Income Approach Contingent Claims* Multi-scenario PWERM Binomial PWERM Angel Early Stage Late Stage M&A IPO *Contingent Claims should only be considered in instances where outcome has potential to be normally distributed 25

26 Section III.b PWERM (Scenario Analysis)

27 PWERM (Scenario Analysis) Simple Example Assume the following for the Seed, Early stage, and late stage investments: Assumptions Seed Early (A) Late (B) Common Investment of Company XYZ Shares $1,000,000 $5,000,000 $15,000,000 n/a Shares 1,000,000 2,000,000 5,000, ,000 Per Share $ 1.00 $ 2.50 $ 3.00 n/a VC Equity Return 30.0% 25.0% 20.0% n/a Horizon (yr.) (2) n/a PV Factor n/a Duff & Phelps November 30,

28 PWERM (Scenario Analysis) Simple Example (continued) We can use management s expectations of the probability of each outcome, timing of each outcome, and the rates of return required at each stage to estimate the Upside value. Seed Investment Scenario Analysis Seed Scenario (1) Probability Result Present Value Probability Wtd. Return Downside 40.0% $ - $ - - Liquidation Preference 40.0% $ 1,000,000 $ 269, ,732 Upside 20.0% $ 16,564,650 $ 4,461, ,268 Per Share Value Implied Multiple $ 0.0x $ 1.0x $ 16.6x $ 1,000,000 $ 1.00 Seed Scenario (1) Probability Wtd. Return Per Share Value Common Upside 20.0% $ 8,282,325 $ 2,230,671 $ 446,134 $ 0.89 As Downside and Upside scenarios will result in identical values for Seed and Common, the only difference between the Seed Preferred and Common would be the liquidation preference received by the Seed Investment. Given this, we value the common based on the probability of the upside scenario and the present value to be received. Duff & Phelps November 30,

29 PWERM (Scenario Analysis) Simple Example (continued) By extension, we can value all securities based on the same methodology, setting each round s probabilities and discount rates accordingly, and utilizing the contractual utilization preferences Series A Valuation Early Scenario (1) Probability Result Present Value Probability Wtd. Implied Per Share Value Return Multiple Downside 35.0% $ - $ - $ - 0.0x Liquidation Preference 40.0% $ 5,000,000 $ 1,750,639 $ 700, x Upside 25.0% $ 49,122,000 $ 17,198,978 $ 4,299, x $ 5,000,000 $ 2.50 Seed Round Scenario Analysis Early Scenario (1) Probability Result Present Value Probability Wtd. Implied Per Share Value Return Multiple Downside 35.0% $ - $ - $ - 0.0x Liquidation Preference 40.0% $ 1,000,000 $ 350,128 $ 140, x Upside 25.0% $ 24,561,000 $ 8,599,489 $ 2,149, x $ 2,289,923 $ 2.29 Probability Wtd. Per Share Value Return Common Upside 25.0% $ 12,280,500 $ 4,299,744 $ 1,074,936 $ 2.15 The sum of the values of each security class gives us our estimated TEV ($5.0MM + $2.3MM + $1.1MM = $8.4MM Duff & Phelps November 30,

30 Section III.c Contingent Claims Analysis

31 Contingent Claims Analysis (CCA) Valuation Methodology Contingent Claims Analysis (CCA), the valuation methodology we utilize to determine the value of an equity class in a company, is based on the principles of option pricing theory. Under this approach, each class of securities is modeled as a call option with unique claim on the assets of the company. The characteristics of each security class define these claims. The resulting option claims, in combination, may be represented by an option/security payoff diagram that depicts proceeds sharing between different securities upon a liquidity event. 31

32 Contingent Claims Analysis (CCA) (continued) The various possible Equity Values upon a liquidity event are presented on the X axis. The corresponding payoffs of securities are presented on the Y axis. Breakpoints reflect the transition points between the payoffs of different securities in the capital structure and serve as exercise prices in the call option valuation, which is a component of the Contingent Claim Analysis. Security payoff Break point Preferred Equity Break point Common Equity Preferred Equity Equity Value at Liquidity Event 20% 80% This simple example shows the analysis for a participating preferred security. For a participating preferred security, there is only one break point, equal to the liquidation preference of the Preferred Equity. Up to this breakpoint only Preferred Equity receives proceeds, until its full liquidation preference is paid. For equity values above the break point, Common Equity starts to receive proceeds and shares with the participating Preferred Equity in an 80 to 20 proportion. 32

33 CCA Valuation Methodology Option pricing theory allows us to determine Fair Value of each security using the Black-Scholes formula. We consider each security to be composed of a series of call options, which can be valued using the Black-Scholes formula. For example, a participating preferred stock value is equal to the value of a combination of the following: Buying the equity of the company; Selling a call with exercise equal to the break point (liquidation preference); Buying a fraction of a call with exercise equal to the break point Security Payoff Preferred Equity Common Equity 20% (liquidation preference), in this example, 20%. Similarly, the value of common is equal to the value of buying a fraction of a call (80%) with exercise equal to the break point. Break point Buy Call Sell Call 80% The key inputs of the Black-Scholes formula in the CCA include: Initial value of the underlying asset (Equity Value); Exercise price (Break point); Equity volatility; Time to expiration (Time to a liquidity event); $0 $0 Break point Equity Value at Liquidity Event Risk free interest rate. 33

34 CCA Simple Example (common + debt) Assumptions Assume we agree that the TEV of a firm is $150 The company has $100 in debt outstanding with a 10% PIK The debt is repayable in one year, and the firms asset volatility is expected to be 50%. The risk free rate is 1% Breakpoint #1 = $110 Given the terms, in one year, there will be $110 in debt to repay. Assumption option inputs of: Asset Value (S) = $150; Breakpoint 1 (X) = $110; r = 1%; Asset volatility = 50%; and T= 1 year, Breakpoint Preference Summary Based on a standard BS model, the value of our debt is $99, as there is some likelihood it won t be repaid Incr'l Breakpoint Cumulative Breakpoint Debt Common Total 1 $ $ $ $ - $ Total $ $ - $ Breakpoint Incr'l Breakpoint Option Values Cumulative Breakpoint Debt Common Total 1 $ $ $ $ - $ Total $ 99.0 $ 51.0 $

35 CCA Slightly More Complex Example Assumptions Security Liq Pref Dividend Inv (per share) Total Shares Series B (sr) 2X 0% $ Series A (jr) 1x 0% $1 100 Common N/A N/A $ Our option inputs are:» Asset Value (S) = $2,000» r = 1%» Asset volatility = 50%» T= 1 year 35

36 CCA Slightly More Complex Example (continued) Breakpoint Condition Equation Incremental Breakpoint Aggregate Breakpoint Breakpoint 1 Series B LP =$10*2x*100 shares $2,000 $2,000 Breakpoint 2 Series A LP =$1*1x*100 shares $100 $2,100 Breakpoint 3 Common participates until Series A Conversion Given the $1 per share LP on Series A, holders wont convert to common until Common shares worth $1 =$1 x 100 (common shares) $100 $2,200 Breakpoint 4 Common & A participate until Series B Conversion Given the $20 per share LP on Series B, holders wont convert to common until Common shares worth $20 =($20-$1) x 200 (as-converted common shares outstanding) $3,800 $6,000 Breakpoint 5 All Participate None None None 36

37 CCA Slightly More Complex Example (continued) Breakpoint Incr'l Breakpoint Cumulative Preference Summary Breakpoint Series B Series A Common Total 1 $ 2,000.0 $ 2,000.0 $ 2, $ - $ - $ 2, $ , $ , $ 3, , , , ,800.0 N/A Total $ 2,000.0 $ 2,000.0 $ 2,000.0 $ 6,000.0 Option Values Breakpoint Incr'l Breakpoint Cumulative Breakpoint Series B Series A Common Total 1 $ 2,000.0 $ 2,000.0 $ 1, $ - $ - $ 1, $ $ 2, $ $ 2, $ 3,800.0 $ 6, $ - $ Total $ 1,600.0 $ $ $ 2,

38 Divergence

39 Divergence in Practice: Accounting & Auditing Identifying Market Participant Assumptions & Unit of Account Actively Traded Securities (legal and contractual restrictions) Transaction Fees Premiums/Discounts (Control, Marketability) Value of Debt used to determine the value of Equity Failure to Calibrate Option Pricing Models Conservatism Cross-holdings Blind acceptance of NAV Blind acceptance of Pricing Services Frequency of Valuation 39

40 QUESTIONS?

41 Chris Franzek Managing Director, Alternative Asset Advisory Chris Franzek is a managing director in the New York office and part of the Valuation Advisory Services business unit. He has more than 15 years of financial and valuation experience. Chris specializes in the valuation of illiquid securities for hedge funds, private equity funds, business development corporations and fund of funds. He has performed valuations of some of the largest and most complex portfolios of private loans, private equity interests, real estate and derivative securities. Chris hedge fund experience includes performing quarterly analyses of private loans, private equity and real estate positions, and various derivative securities. His private equity experience includes the valuation of private equity investments as well as limited partnership (LP) interests, including four of the largest private equity LP-backed collateralized fund obligations to date. Chris also has extensive experience valuing private equity investments and portfolios, having analyzed over 3,000 private equity portfolio companies in the past five years. Duff & Phelps, LLC New York Chris.Franzek@duffandphelps.com Chris has performed a variety of valuations and decision support analyses for both public and private companies across many industries including the consumer products, apparel, chemicals, energy, hospitality/gaming, healthcare, industrial products, internet, pharmaceutical, publishing, retail and telecommunications industries. He also performed valuations of portfolio companies in connection with purchase price allocations under IFRS 3: Business Combinations and SFAS 141: Business Combinations and Intangible Assets and option pricing. Prior to joining Duff & Phelps, Chris was a senior manager at BearingPoint, Inc. where he led their New York Valuation and Financial Advisory Services Practice. Chris received his M.B.A. in finance from Cornell University s Johnson Graduate School of Management and his B.A. in economics from the University of Rochester. He is also a senior member of the American Society of Appraisers. 41

42 Warren Hirschhorn Vice Chairman, Alternative Asset Advisory Warren Hirschhorn is the Vice Chairman located in the Duff & Phelps' New York office and provides expert advice and guidance to the Alternative Asset Advisory segment. He has over 30 years of financial service and valuation experience and is the founder of the largest worldwide portfolio valuation practice. His focus includes analyzing the value of both equity and debt securities and investment portfolios. In particular, Warren specializes in valuing illiquid financial securities, private placement and other financial assets in connection with financial reporting requirements. Warren advises clients on transactions related to mergers and acquisitions, corporate reorganizations and workouts, joint ventures, financing, recapitalizations and other strategic business issues. He has extensive experience with hedge funds, private equity funds, business development companies, pension plans and endowments. Duff & Phelps, LLC New York m Warren was previously a managing director with Standard & Poor s Corporate Value Consulting (CVC). Prior to his tenure at CVC, Warren was a director at Houlihan, Lokey, Howard & Zukin, where he provided various financial advisory and corporate financial services to Fortune 500 clients, including solvency and fairness opinions as well as intangible assets valuations. Warren received his M.B.A. in finance from Adelphi University and his undergraduate degree from Rider University. 42

43 Ross Hostetter Managing Director, Alternative Asset Advisory Ross Hostetter is a managing director in the New York office and part of the Portfolio Valuation service line. Ross has more than 14 years of experience serving clients across the financial services industry. Ross has extensive valuation advisory experience with hedge funds, business development corporations and private equity funds. He has performed business valuations and intangible asset valuations for a diverse range of companies, including regional and multinational banks, investments banks, asset managers, hedge funds, bond traders, mortgage originators, real estate companies as well as numerous others. Prior to Duff & Phelps, Ross was a director at Standard & Poor s Corporate Value Consulting (CVC). Prior to CVC, Ross worked at PricewaterhouseCoopers (PwC) as a tax associate in the PwC Charlotte office for three years, where he advised on federal and state corporate tax issues, and in the London office as a tax manager. While working with the Banking and Capital Markets group in London, Ross focused on advising financial services clients on U.K. corporate tax and international tax issues. Duff & Phelps, LLC New York ross.hostetter@duffandphelps.com Ross received his undergraduate degree from the University of Georgia and his MTx from Georgia State University. 43

44 David L. Larsen, CPA Managing Director, Alternative Asset Advisory Services David Larsen is a managing director in the San Francisco office of Duff & Phelps and part of the Portfolio Valuation service line. He has more than 30 years of transaction and accounting experience. He specializes in valuation, accounting, and regulatory issues faced by Alternative Asset managers and investors. Duff & Phelps, LLC San Francisco David.Larsen@duffandphelps.com David advises leading Private Equity Managers and Institutional Investors and has advised numerous strategic and private equity acquirers in all areas of mergers, acquisitions, joint ventures, divestitures and valuation related maters. He provides valuation policy and process assistance to a number of the world s largest institutional limited partner investors and some of the world s largest alternative Investment managers. David serves as Vice Chair of the International Private Equity and Venture Capital Valuations Board (IPEV), which in 2012 released updated International Private Equity Valuation Guidelines and is updating those guidelines in 2015; and serves as a member of the American Institute of Certified Public Accountants (AICPA) PE/VC Practice Guide Task Force. David has served as a special advisor to the Institutional Limited Partners Association; board member, project manager and technical advisor to the Private Equity Industry Guidelines Group and was instrumental in developing and drafting the Private Equity Industry Guidelines Group s Valuation and Reporting Guidelines; member of the Financial Accounting Standards Board s Valuation Resource Group responsible for providing the Board with input on potential clarifying guidance on issues relating to the application of the principles of FASB ASC Topic 820 (formerly SFAS No. 157), Fair Value Measurements and a member of the AICPA Net Asset Value Task Force. Prior to joining Duff & Phelps, David was a Partner in KPMG LLP s Transaction Services practice, where he was the segment leader of KPMG s U.S. Institutional Investor practice. He served 13 years in KPMG s Seattle, Düsseldorf and Prague audit practices prior to moving full time to advisory work. David received his M.S. in accounting from Brigham Young University s Marriott School, his B.S. in accounting from Brigham Young University. He is a certified public accountant licensed in California and Washington. David is also a member of the AICPA and the California and Washington Society of Certified Public Accountants and is a FINRA Series 7, 24 and 63 registered representative. Duff & Phelps November 30,

45 For more information about our global locations and services, please visit: About Duff & Phelps Duff & Phelps is the premier global valuation and corporate finance advisor with expertise in complex valuation, dispute consulting, M&A and restructuring. The firm s more than 1,000 employees serve a diverse range of clients from offices in North America, Europe and Asia. M&A advisory, capital raising and restructuring services in the United States are provided by Duff & Phelps Securities, LLC. Member FINRA/SIPC. Pagemill Partners is a Division of Duff & Phelps Securities, LLC. M&A advisory and capital raising services in the United Kingdom and Germany are provided by Duff & Phelps Securities Ltd., which is authorized and regulated by the Financial Conduct Authority.