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June 2017 | Issue 86 Background Constellis Group,  Inc. is a private security firm.  In December 2013, the Company formed an Employee Stock Ownership Plan (“ESOP”), which purchased 100% of Constellis’s voting stock.  Wilmington Trust NA was named Trustee of the ESOP.  Less than a year after the ESOP was created, the ESOP sold all […] More...


March 2017 | Issue 85 Introduction Richard and Steven Parker are brothers who ran a flower business in Scotch Plains, New Jersey.  Richard is the President of Parker Interior Plantscapes (“PIP”), which installs and services plants and flowers in commercial settings.  Steven is the President of Parker Wholesale Florists (“PWF”), which is a garden center.  […] More...

Dell Appraisal Spawns a Multitude of Valuation Approaches

February 2017 | Issue 84 Introduction A Delaware Chancery appraisal case involving computer company Dell Inc. gave rise to a multitude of valuation measurements.  It is instructive to see how the court sorted through them in coming up with its final appraisal conclusion.  The case is In re Appraisal of Dell Inc., 2016 Del. Ch. LEXIS […] More...

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Goodwill Accounts for 47% of Average M & A Allocation

March 2009 | Issue 36

In a recent world-wide survey of purchase price allocations in business combinations, Ernst & Young found that the average acquirer allocated 47% of the enterprise value of the transaction (acquisition price plus net financial debt) to goodwill. Of the balance, 30% was allocated to tangible assets, and the rest, 23%, to identified intangible assets.

The most commonly reported category of identified intangible was customer-related assets, followed by brands/trademarks and technology.

As might be expected, allocations varied widely by industry. For example, in consumer product company acquisitions, the average goodwill allocation was 65% of enterprise value. At the other end of the spectrum was oil and gas, where the goodwill allocations averaged only 30%. The largest recognized intangible asset allocations occurred, not surprisingly, in the tech-heavy pharmaceutical and biotechnology industries, at 49% and 47% of enterprise value, respectively.

Companies did not generally disclose the method employed to value their assets. When they did, however, the study authors found the most-often used method for valuing brand names was the relief from royalty method. For customer-related intangibles, the multi-period excess earnings method was most common

E & Y gathered this data from descriptions of 709 transactions found in annual reports and other public sources. The data included 247 transactions of US-based companies. The balance came from companies in 20 other countries. A copy of the report is available here.