理解和投资应收账款协议

Q1 2025 01Introduction02Recent TransactionsQ1 2025New TRA IssuancesM&A EventsImpacting TRAs03Treatment of TRAs inFinancial Reporting04How Houlihan LokeyCan HelpTAX RECEIVABLEAGREEMENTSMARKET UPDATEQ1 2025 2Houlihan Lokey is pleased to present its Tax ReceivableAgreements Market Update for Q1 2025, which presents anoverview of the market for tax receivable agreement (TRA)holders, investors, and industry stakeholders.In this issue, we highlight recent public TRA issuances, buybacks, M&Atransactions, and transactions that occurred in Q1 2025. We also discuss thevarious ways in which a company’s TRA information is disclosed in public filings.We hope you find this quarterly update to be informative and that it serves asa valuable resource to you for staying up-to-date on the TRA market. If there isadditional content you would find useful for future updates, please email uswith your suggestions. We look forward to staying in touch with you.01Introduction TRA LeadershipMichaelMulkerinManaging DirectorMMulkerin@HL.com+1 310.712.6567Tad FlynnSenior AdvisorTFlynn@HL.com+1 212.497.7852Please reach out to us to schedule a call to discuss thisquarter’s market update or to explore how we can serveyour business needs.Contact UsContact Us Sincerely,Houlihan Lokey’s TRA Team Tom GoldrickManaging DirectorTGoldrick@HL.com+1 312.456.4787Ben ChiuVice PresidentBChiu@HL.com+1 310.788.5322Learn More 01Introduction02Recent TransactionsQ1 2025New TRA IssuancesM&A EventsImpacting TRAs03Treatment of TRAs inFinancial Reporting04How Houlihan LokeyCan HelpTAX RECEIVABLEAGREEMENTSMARKET UPDATEQ1 2025 New TRA IssuancesThere was one new public TRA issuance in Q1 2025.Target/IssuerTRA HolderTransaction TypeM&A02Recent TransactionsQ1 2025(1) Pre-merger implied market capitalization for Fubo, provided by S&P Capital IQ.Sources:Public company filings, S&P Capital IQ, and press releases.3 01Introduction02Recent TransactionsQ1 2025New TRA IssuancesM&A EventsImpacting TRAs03Treatment of TRAs inFinancial Reporting04How Houlihan LokeyCan HelpTAX RECEIVABLEAGREEMENTSMARKET UPDATEQ1 2025 M&A Events Impacting TRAsIn total, there were four M&A transactions where the target/acquirer was the obligor to a TRA.TargetAcquirer(If Any)AnnouncementDateApproximateTransactionValue ($M)1/13/25$1,500.02/24/25$1,500.03/10/25$1,750.002Recent TransactionsQ1 2025(cont.)4Sources:Public company filings, S&P Capital IQ, and press releases. Stated TRALiability at LastFiling Date ($M)TRA Status /Full Payment orNegotiated Value-Negotiated Valueof $30 million•Enfusion’s TRA will be settled at $30 million, which represents anestimated $105 million or 78% reduction to the amount otherwisepayable to the TRA parties under the terms of the TRA.•As part of approving the merger, the board of directors formed aspecial committee that, prior to recommending that the boardapprove the transaction, engaged an independent financial advisor toprovide a fairness opinion.$73.7TRA Inherited byAcquirer•The TRA parties will forego the acceleration of payments that wouldotherwise have been payable by Bridge Investment Group.•The TRA will be inherited by Apollo, and the payment calculations willthen refer to Apollo’s consolidated group’s tax liability.•The TRA will be amended so that no acceleration payment will be duein connection with a future change of control or material breach ofthe TRA by Apollo.$581.2TRA Amended•In conjunction with the transaction, Rocket Companies will collapse itsUp-C structure and simplify its organizational and capital structure.•The TRA will be amended such that (i) the Up-C collapse will not resultin any early termination payments under the TRA, and (ii) futurepayments will be made only with respect to exchanges that occurredprior to the date of the transaction. 01Introduction02Recent TransactionsQ1 2025New TRA IssuancesM&A EventsImpacting TRAs03Treatment of TRAs inFinancial Reporting04How Houlihan LokeyCan HelpTAX RECEIVABLEAGREEMENTSMARKET UPDATEQ1 2025 M&A Events Impacting TRAs (cont.)In total, there were four M&A transactions where the target/acquirer was the obligor to a TRA.TargetAcquirer(If Any)AnnouncementDateApproximateTransactionValue ($M)12/30/24$128.002Recent TransactionsQ1 2025(cont.)5Sources:Public company filings, S&P Capital IQ, and press releases. Stated TRALiability at LastFiling Date ($M)TRA Status /Full Payment orNegotiated Value-TRA Waived in Full•Casago increased its purchase consideration from $5.02 to $5.30 pershare and removed certain price adjustment provisions.•Separately, Davidson Kempner submitted a series of separate bids,with the latest offer at $5.83 per share.•Vacasa formed a special committee, which hired independent financialand legal advisors to assist with the transaction and the offer reviewprocess.•The board and special committee determined Casago’s proposalrepresented the best risk-adjusted outcome for shareholders. 01Introduction02Recent TransactionsQ1 2025New TRA IssuancesM&A EventsImpacting TRAs03Treatment of TR