Special Discount Study (SDS)

Background of the Study:

-The special discount study (SDS) presents a new way of justifying your Discount for Lack of Marketability (DLOM)

-SDS uses liquidity to determine illiquidity to defend your DLOM

-SDS examines the relationship between special dividends and the change in company value to show how liquidity and thus illiquidity impacts a company’s value

-The study demonstrates the relationship between the issuance of a special dividend and its subsequent impact on a company’s stock prices over time to demonstrate investors value liquidity

-The study began to prove the hypothesis that liquidity increases a company’s value and therefore the inverse should be true that illiquidity decreases a company’ value similarly

-SDS shows how public company data on the impact of liquidity on a company’s value can be extrapolated and applied to a private company’s value

-This is an ongoing study and the data included in the file and statistical conclusions will be updated biannually as more data becomes available

-If you use this data in a report or presentation, you should give attribution to mergershark.com in your references

-The SDS study data is available for free download below

What is a Special Dividend (SD) and Special Dividend Key Terms:

-A SD is a non-recurring one time distribution of company assets, usually in the form of cash to shareholders separate from the regular cycle of dividends

-Most SDs are unusually larger than the other dividends paid to shareholders

-A SD may be related to a certain event or occur when a company wants to make changes to its financial structure or spin off a subsidiary company to shareholders

-Most companies do not regularly issue SDs

-SD declaration date = date special dividend was publicly declared; if the dividend was declared after the stock market close at 4 p.m. the declaration date is that day for analysis purposes; if the dividend was declared while the stock market was open we use the prior day as declaration date for analysis purposes

-Ex-dividend date = trading date which the dividend is not owed to a new buyer of the stock; shareholders on record are entitled to the special dividend

-Study measurement period = the change in the company’s stock price over the above two dates

The Special Dividend Study (SDS):

-Includes over 100 special dividends (SD) issued from October 2012 to May 2022

-SDs were obtained from press releases in the Wall Street Journal, Barron’s and other financial publications

-Examines how the issuance of the SD impacted the company’s stock price

-Considers how the impact of the issuance of the SD on the company’s stock price differs by market capitalization

-Examines the impact on company value of unexpected liquidity

-To be included the SDs had to be: paid in cash; non-recurring/one time; not part of a liquidation or sale of unit; and not foreseen or anticipated by the market

-SDs that were excluded from the study include the following: previously announced transactions; reoccurring in the same year; company has history of SDs; issued after sale of a division or investment and thus could be anticipated by investors; issued after unusually high earnings due to one time items

1 Day Stock Price Changes:

-Theoretically the issuance of a SD should decrease a company’s share price by the dividend amount on the ex-dividend date

-The SDS generally found a majority of companies had their 1 day stock price increase (or decrease very marginally)

-The average 1 day stock price change was an increase of 5.23% or 93.25% of the SD

-The median 1 day stock price change was an increase of 3.34% or 59.5% of the SD

1 Week Stock Price Changes:

-The average 1 week stock price change was an increase of 7.96% or 129.90% of the SD

-The median 1 week stock price change was an increase of 5.13% or 93.71% of the SD

What Does the Study Show:

-Ability to pay a SD increases company values

-Trading volumes spiked significantly on the SD declaration day

-Higher trading volume increases liquidity

-Investors value liquidity

-Liquidity creates value (whereas we know illiquidity decreased value)

-This is true for both publicly traded and privately held companies

Special Dividend Study Conclusions:

-The issuance of SDs created a “premium” to the company’s stock price

-We posit that similarly this shows a lack of liquidity would create a “discount” in a company’s value

-Declaration of a SD increases liquidity

-Reinforces the concept that liquidity creates value and illiquidity decreases value

-We believe the SDS data can be used to determine private company discounts

-On average larger stock price increases post declaration of the SD were seen with companies with smaller market capitalizations

-On average smaller stock price increases post declaration of the SD were seen with companies with larger market capitalizations

-Bigger companies tend to have smaller changes in value, whereas smaller companies tend to have larger changes in value

-We can use the inverse of the SDS results to extrapolate a private company illiquidity “discount”

-Most privately held companies tend to be smaller than the SDS sample group and the discount applied to them for illiquidity should be larger

-The extrapolated median positive change in stock price post declaration of a SD for companies with a market capitalization of less than $50 million can be used as a baseline discount for illiquidity for many privately held companies

-Results similar to other DLOM studies, such as restricted stock studies, pre-IPO studies and LEAP stock studies that show illiquidity increases as size decreases

-SDS is another tool that can be used for private company DLOMs

-SDS confirms what other discount studies show, but with useful market based data