Ägare av aktier i privata bolag har sämre möjlighet att avyttra sina aktier än ägare av aktier i publika bolag, allt annat lika. Därför används en generell rabatt vid värdering av privata bolag, en privat bolagsrabatt, för att kompensera köpare för den reducerade möjligheten att avyttra sina aktier i ett senare skede. Undersökningen ämnade därför undersöka huruvida en generell rabatt är applicerbar på samtliga bolag genom att undersöka skillnader i den privata bolagsrabatten mellan olika branscher i Norden. Genom att använda publika aktietransaktioner skapades publika referensportföljer som kunde jämföras med privata bolagstransaktioner i Norden under perioden 2006- 2013. Utifrån dessa jämförelser kunde värden för den privata bolagsrabatten framställas. Resultatet tyder på att det finns skillnader i den privata bolagsrabatten mellan branscher. I två av branscherna, transport och finans, visade enskilda multiplar signifikanta resultat. Utifrån det tolkade resultatet finns motiv för att inte använda en generell, branschöverskridande rabatt. Detta då det kan medföra problematik i värderingen och ge felaktigt värderade privata bolag. / Owners of shares in private companies have less opportunity to sell their shares than owners of shares in public companies, all else being equal. Therefore, when valuing private companies, a general discount are used, a private company discount, to compensate buyers for the reduced opportunity to sell their shares at a later stage. This study therefore aimed to examine whether a general discount is applicable to all companies by examine differences in the private company the discount between different industries in the Nordic region. Public reference portfolios were created in order to compare public transactions with private transaction in the Nordic region between 2006-2013. The results showed that there are differences in the private company discount between industries. Significant results were found for some isolated multiples in two of the examined industries, transportation and finance. Those results indicated that there are motives not to use an overall, cross-industrial discount. That is due to the problems involved within the valuation process and can result in wrongly valued private companies.

A private company lacks a direct observable market value and several situations may require a practitioner to compute the value of a private company. Since most of the valuation methods in use are based on data derived from the public stock markets certain adjustments may be appropriate when valuing a private company. Marketability and liquidity is said to be one of the more observable differences between a public and a private company. This implies that the shares in a private company have a lack of marketability and liquidity in comparison to the shares in a public company, which practitioners may have to adjust for. Several quantitative studies are conducted on the subject in order reassure price differences between public and private companies, namely a private company discount (PCD). Furthermore, several quantitative studies strive to establish a general and standardized cost for lack of marketability (liquidity) expressed as the illiquidity discount or the discount for lack of marketability (DLOM). These studies have different perceptions and use different hypothesis to identify illiquidity, which in turn will lead to a large span of different discounts. Essentially, earlier research examines assets marketability and liquidity with the assumption of them being equal in all other aspects. Professional practitioners constantly seek guidance in these studies to justify their estimated and applied illiquidity discount/DLOM when performing a valuation on a privately held company. Furthermore, we have also observed survey-studies adopting a more qualitative method in order to appreciate the level of discounts applied in a valuation by professional practitioners. Consequently, this sea of studies provides the practitioner with a discount that ranges from 5% to 60% to take a stand on. The impossibility to determine the most adequate theory contributes to the inconsistency of how this issue is handled in reality by market participants and courts. In our study we first provide the reader with a rigorous literature study, which describes earlier research on the subject of illiquidity discount/DLOM. We conclude that research has gone one step too far when conducting all of these quantitative studies. This is why we conduct our own empirical data through semi-structured in-depth interviews with professional valuation experts on the Swedish market. This makes our approach a retake on the issue in order to generate suggestions to further studies. What we find is that all of the independent consultants, primarily, does not apply a discount when valuing a majority interest due to the paradigm on the Swedish market. In contrast, the private equity fund manager, which only acquires majority interest, can use this type of discounts in their dependent valuation of majority interests. However, when valuing a minority interest the independent valuation consultants use quantitative empirical studies to derive a starting point of the discount. The level of the discount is then estimated upon the purpose of the valuation and firm-specific variables, which all of the participant’s states to be the most important ones when estimating a illiquidity discount/DLOM. Based on these results we argue that one should be very careful when taking guidelines from quantitative empirical studies. Our interpretation is that the level of illiquidity/DLOM applicable depends on the level of attractiveness, which in turn has a bearing on all firm-specific variables. When it comes to applying the appropriate discount all of the participants argue in favor for a discount-on-value and not as some research suggest; a risk premium added to the discount rate. We also generate adequate suggestions to further studies based on these interviews. Since courts and in particular the Swedish tax-court is inconsistent when approving or rejecting illiquidity discounts/DLOM we suggest legal actions on the issue. Furthermore we suggest a survey-like study in order to catch consensus take on how to estimate the level of discount. In fact, this can be done every year in a similar way as PwC’s market risk premium study is conducted.

This thesis adresses the topic to discounts on minority shareholder level for lack of control and marketability. Separate chapter give a comprehensive view of their application and also discusses the problems of private companies.

The difference in valuation between private and public firms have been studied several times on the U.S. and European markets. However, we believe that the lack of studies made on the Swedish market opened a possibility for an exciting opportunity. The general conclusion drawn from the earlier studies is that there in fact does exist a discount on private companies compared to similar publicly traded ones and this study is going to examine whether this also applies on the Swedish market. After collecting data from acquisitions of private and public firms, each private firm is paired up with its closest public counterpart and the multiples are being compared. This resulted in a mean discount for private companies of 48%, 32% and 32% when comparing the EV/EBITDA, EV/Sales, and EV/Earnings multiples respectively confirming the existence of a Private Company Discount on the Swedish market.