Fairness Opinions
Independent Analysis for Conflicted and Complex Transactions
Independent fairness opinions supported by documented methodology and formal committee review.
Transactions involving conflicted parties call for independent financial analysis. Boards, special committees, and their counsel rely on documented, third-party assessment of transaction terms.
Houlihan Capital delivers fairness opinions built on independence, senior-level execution, and industry-specific expertise. Opinions are issued through Houlihan Capital, LLC, member FINRA, and reviewed by a Fairness Opinion Committee that includes broker-dealer principals. Our SOC-compliant workflow, multi-layer internal review, and formal Fairness Opinion Committee approval provide structured safeguards designed to support a strong board process.
We support investment professionals through independent judgment, disciplined financial analysis, and robust documentation built for legal and governance oversight.
Of Valuation Experience
Clients Served
Valuation Opinions Delivered
Valuation Projects
What We Do
Our Opinion Process
Fairness Opinions
Independent assessment for management buyouts, going-private transactions, related party acquisitions, recapitalizations, and continuation vehicles
Board Presentations
In-person or teleconference presentations to boards and special committees
Comprehensive Valuation Analysis
Market approach, income approach, and/or asset approach with detailed documentation
Fairness Opinion Deliverables
A Fairness Opinion Letter addressed to the Board or Special Committee. A Board Package with detailed valuation analyses, charts, and financial summaries
Our Experience
Proven Across Complex Transactions
Representative Engagement
$425 Million GP-Led Continuation Vehicle Transaction
Houlihan Capital was engaged by a special committee of a private equity fund to provide a fairness opinion in connection with a GP-led continuation vehicle transaction involving the sale of a portfolio company to a newly formed vehicle sponsored by the existing general partner.
The transaction presented multiple conflict considerations, including rollover participation by certain limited partners, differential liquidity elections, and the issuance of preferred equity with structured return features. Houlihan Capital conducted a comprehensive valuation analysis utilizing income, market, and transaction-based methodologies, assessed the proposed capital structure and distribution mechanics, and evaluated the financial implications to both rolling and cashing-out investors.
The resulting opinion concluded that the consideration to be received by the non-rolling limited partners was fair, from a financial point of view, as of the date of the opinion. The engagement included formal Fairness Opinion Committee review and presentation of findings to the special committee.
We Understand What's at Stake
Why Boards and Special Committees Partner with Houlihan Capital
Houlihan Capital combines valuation depth with transaction experience to deliver opinions that meet governance requirements without slowing deal execution.
Process Documentation Matters
Courts examining challenged transactions focus on whether boards maintained a rigorous, disciplined process. We document the valuation methodologies and financial framework behind the board's deliberations, and recommend engaging early so the documentation reflects the process from the outset.
Specialized Industry Expertise
Technology, energy, financial services, life sciences, crypto, and other complex sectors require valuation professionals who understand the applicable regulatory landscape and market dynamics. Generalist approaches often do not account for these dynamics.
Experience Across Conflicted Transactions
Houlihan Capital has delivered fairness opinions across management buyouts, going-private transactions, related party acquisitions, and complex financings. Each engagement includes documentation of the valuation methodologies applied and the analytical basis for the opinion.
Common Questions
Questions Boards and Investment Professionals Ask Us
Strategic Insights
Essential Guidance for Boards, Counsel, and Investment Professionals
Working through a complex or conflicted transaction?
Speak with an advisor about your specific situation.