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What Happens to Employee Esops After a Valuation Markdown

What Happens to Employee Esops After a Valuation Markdown
Explainer: What happens to your Esops amid valuation markdown · financialexpress.com

Esops give employees the right to buy company shares, usually at a fixed price.

Employees first receive the options, then earn them over time through vesting.

They can later buy the shares during the exercise period.

If the company is acquired, employees who already bought shares may receive shares in the acquiring company.

Employees with vested options that they have not exercised may receive new options, or their options may be cancelled.

Unvested options may also be replaced or cancelled, depending on the deal and the company’s rules.

If the company’s value falls below the price an employee paid, the investment may be worth less than it cost.

Employees may also owe tax when exercising options and when selling the shares for a profit.

Key facts

Acquirer
upGrad
Target company
Unacademy
Transaction date
September 1
Acquisition structure
Share swap
Deal valuation
$206 million
Unacademy peak valuation
$3.4 billion in August 2021
Exercise tax basis
Fair market value on exercise minus the employee’s exercise price

Quotes

Abheet Sachdeva

Partner, M&A Tax, at Nangia Global

“In such cases, the acquiring entity may either provide a new vesting period to the employee or allow the existing vesting period to continue, subject to the terms agreed between the parties.”
financialexpress.com
“The taxable value is the fair market value (FMV) on the date of exercise less the amount paid by the employee (exercise price),”
financialexpress.com

Sources

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