How Much Does an AGA, ABSA, ORA or OBSA Valuation Cost? Fees 2026 (France)

Introduction: how much does an AGA, ABSA, ORA or OBSA valuation really cost in France in 2026?

In France, a valuation of a single free share (AGA), ABSA, ORA or OBSA generally costs between EUR 3,000 and 6,000, and a structure combining several of these instruments, for example an ORA and an OBSA in the same mezzanine financing, between EUR 6,000 and 12,000 (Hectelion's 2026 practice).

The right budget depends first on the number of instruments combined in the transaction, before the size of the company itself.

These four instruments share a common trait: they come up less often than the BSA or BSPCE in startups, and more often in financial structuring, LBO or business transfer transactions. This article is specifically dedicated to them; for the BSA, BSPCE and BSA-AIR, more common in fundraising, a separate article covers them.

"Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.", IFRS 13, definition of fair value.

Two reasons make this budget particularly topical in 2026.

First, the number of LBO and business transfer transactions using mezzanine structures combining ORA and OBSA is growing, as funds seek to optimize their debt-to-equity ratio without immediately diluting the capital.

Second, the AGA is gaining ground on the BSPCE at companies that have lost their eligibility for the article 163 bis G regime, notably after a financing round brings in a non-eligible shareholder, or at listed companies that cannot issue BSPCE in the first place.

This article gives prices at a glance, explains what each of these four instruments is for, details what drives the bill, situates 2026 trends, describes the course of an engagement, compares providers, explains how to reduce cost, lists the five costliest mistakes, then illustrates it all with two priced cases, before answering the most frequent questions.

The price of an AGA, ABSA, ORA or OBSA valuation at a glance

Instrument	Model / complexity	Price range	Indicative timeline
Free share (AGA)	Liquidity discount, no strike price to model	EUR 3,000 to 6,000	2 to 4 weeks
ABSA (share with attached warrant)	Hybrid instrument, Black-Scholes or binomial method	EUR 3,000 to 6,000	2 to 4 weeks
ORA (bond redeemable in shares)	Binomial model, mandatory conversion at maturity	EUR 3,000 to 6,000	2 to 4 weeks
OBSA (bond with attached warrant)	Bond component + optional component	EUR 3,000 to 6,000	2 to 4 weeks
Combined structure (e.g. ORA + OBSA mezzanine)	Several instruments in the same financing	EUR 6,000 to 12,000	3 to 6 weeks

Ranges observed by Hectelion in 2026 for engagements in France, excluding additional financial due diligence. The number of instruments combined in a single transaction, more than the size of the company alone, drives most of the price spread.

What is an AGA (free share) for? When and why to use one

The free share grant requires the beneficiary to pay no strike price and make no decision to exercise: the shares are granted at the end of an acquisition period, generally one to three years, itself followed by a mandatory holding period. This mechanism makes it a clearer signal of confidence than a BSPCE for the beneficiary, who bears no price risk, but a less targeted tool for the company, which distributes value even without strong valuation growth.

The AGA is used in particular in two contexts where the BSPCE does not apply. First, when the company is no longer eligible for the BSPCE regime, a company over fifteen years old, listed on a regulated market, or whose individual ownership has fallen below the 25% threshold. Second, for broader employee ownership plans beyond the core management team, where an internal message of "you receive X shares" is simpler to communicate than a strike-price exercise mechanism.

How is an AGA's liquidity discount calculated

An AGA remains subject to a mandatory holding period after final acquisition, during which the beneficiary cannot sell the shares. This liquidity constraint logically justifies a discount relative to the value of freely tradable shares, but that discount is not obtained through a flat percentage: it must be documented using a recognized method.

Two families of methods coexist in valuation practice. The first relies on empirical studies comparing, for the same company, the price of shares subject to transfer restrictions and that of freely tradable shares. The second models the restriction as the cost of a protective put option that the holder cannot buy during the lock-up period: the longer the period and the higher the underlying share's volatility, the higher the cost of this theoretical option, and therefore the discount.

Hectelion documents the choice of method and its parameters, length of the holding period, volatility used, in the valuation report, as is done for BSA valuations. The figure used depends directly on these file-specific parameters, which is why it cannot be quoted as a universal rate before the plan has been examined.

What is an ABSA for? When and why to use one

An ABSA combines, in a single security, an ordinary share and an attached BSA warrant. It serves above all in LBO or growth-equity management packages: the executive or manager subscribes a small amount of ordinary shares, known as sweet equity, supplemented with ABSA whose attached warrant only gains value if the company clears a given return threshold for the fund shareholder, creating leverage on management's gain beyond a certain exit multiple.

The typical use case: an LBO fund acquires a company and wants to align the management team with its target IRR (internal rate of return) at exit; the ABSA makes a significant part of management's gain depend on reaching that threshold, rather than a simple capital stake proportional to the initial investment.

What is an ORA or an OBSA for? When and why to use one

An ORA is a bond that is mandatorily redeemed in shares at maturity, never in cash. An OBSA combines a classic bond, redeemable in cash, with a subscription warrant giving optional access to the capital. Both serve to inject quasi-equity without immediately diluting the capital, a timing difference with tax and governance consequences.

The ORA is typically used in LBOs, when a shareholder or a fund wants to strengthen the target's equity without an immediate capital increase, with the conversion into shares deferred to maturity. The OBSA suits a mezzanine investor better, who wants to keep the protection of a classic bond claim, fixed coupon, priority repayment rank close to mezzanine debt, while reserving, through the attached warrant, an optional participation in the upside if the transaction succeeds.

Scope your valuation budget before you commit

Thirty minutes is enough to scope the perimeter of the instruments to be valued and the corresponding budget. Hectelion carries out financial instrument valuation engagements for French companies, AGA, ABSA, ORA or OBSA, alone or in support of your auditor. Book a free, confidential conversation with our team: we scope the number of instruments, the appropriate model, and the timeline, before any commitment.

Acontos: get a free online estimate of your company's value

Before going into the budget in detail, know that Hectelion has developed Acontos, an online audit, due diligence and business valuation tool, powered by Anthropic's Claude Sonnet 5 artificial intelligence and calibrated on Hectelion's methodology. From your accounts, it produces a first estimate of your shares' value within minutes, free of charge and without retaining any document.

An AGA, an ABSA, an ORA or an OBSA is always valued by reference to the value of the underlying ordinary shares, so launch the valuation simulator to get a first order of magnitude, then keep reading to understand what a valuation engagement costs, and what it covers.

What drives the price: instrument, model, data, urgency

Five factors explain most of the price gap between two engagements:

• The type of instrument and the model it requires: an AGA is valued with a simple liquidity discount, while an ORA or an OBSA with an early-redemption option requires a binomial model, or even a Monte Carlo simulation.
• The number of instruments combined: a mezzanine transaction combining an ORA and an OBSA in a single financing multiplies the sets of assumptions compared with a single instrument.
• Data availability: an up-to-date shareholders' agreement, issuance contract and cap table speed up the engagement, while scattered data lengthens the time needed to reconstruct it.
• Urgency tied to an LBO closing timeline or an imminent accounting close increases fees.
• The level of defensibility sought: a report that must hold up to an investment fund or an auditor costs more than one for internal use only.

Flat fee or time-based: how a valuation engagement is billed in France

Most engagements are billed on a flat-fee basis once the scope is settled upfront: number of instruments, issuance dates, volatility and risk-free rate assumptions to use. Time-based billing, by the hour, applies when the scope remains uncertain at the outset, for example a mezzanine structure still under negotiation with several lenders. Hectelion's hourly rate runs from EUR 150 to 800 depending on the technicality of the engagement, generally capped by a projected budget.

AGA, ABSA, ORA, OBSA: which instrument for which financial objective

These four instruments serve very different objectives, despite comparable valuation fees.

Instrument	Main objective	Typical context
AGA	Retain talent with no price risk for the beneficiary	Broad employee ownership, company not eligible for BSPCE
ABSA	Align management with a return threshold	LBO or growth-equity management package
ORA	Strengthen equity without immediate dilution	LBO, financial structuring
OBSA	Secure a mezzanine lender with optional upside	LBO mezzanine financing

Hectelion's pricing: fees adjusted to the real complexity of the instrument

At Hectelion, fees for an AGA, ABSA, ORA or OBSA valuation engagement are adjusted to the real complexity of the file rather than to a generic rate per instrument type. A single AGA with no particular clause is billed at the low end of the range, while a mezzanine structure combining ORA and OBSA is billed at the high end. The methodology applied stays aligned with the standards of the International Valuation Standards Council (IVSC), with economic independence from traditional financial intermediaries. Every quote details the number of instruments covered, the model chosen for each, and the production of a report documenting the assumptions, a condition for its later defensibility.

2026 trends: mezzanine financing on the rise, BSPCE declining at mature companies

Two trends shape this segment of the French market in 2026.

First, the growth of mezzanine structures combining ORA and OBSA in mid-market LBO transactions, as funds seek to optimize their financing structure between senior debt, mezzanine debt and equity, without immediately diluting the capital of management in place.

Second, the growing use of the AGA at mature or listed companies that can no longer, or cannot, use the BSPCE, a trend that intensifies as the oldest French startups from the 2010 generation pass the fifteen-year threshold set by article 163 bis G of the Tax Code.

Process and timeline: from scoping to the valuation report

1. Signing the engagement letter and scoping the perimeter of instruments to value.
2. Sending the documentation: issuance contract, shareholders' agreement, cap table, bylaws and minutes.
3. Identifying the applicable regime, AGA, ORA or OBSA, and the specific clauses to model.
4. Draft report presenting the model chosen, the calibrated assumptions and preliminary results.
5. Presentation of, and discussion on, the draft report with the client, and the fund or auditor where applicable.
6. Incorporating requested corrections and additions.
7. Issuing the final valuation report.

This final report then serves to document the accounting charge in the books, set the conversion terms of an ORA, or secure the valuation used in a mezzanine financing.

Comparing providers: Big Four, boutique firms, online platforms

Three categories of providers operate in this market, each with legitimate use cases.

Big Four firms have dedicated teams and suit large LBO transactions well, at fees generally aligned with the high end of the range. Independent boutique firms, Hectelion among them, offer responsiveness suited to SMEs and mid-caps, with economic independence from traditional financial intermediaries.

Automated online platforms allow a quick, low-cost first calculation for a homogeneous AGA, useful for internal purposes, but reach their limits as soon as an instrument carries non-standard clauses or combines several components, bond and optional, which call for expert judgment.

Why Choose Hectelion for Your AGA, ABSA, ORA or OBSA Valuation

Six concrete points set Hectelion apart from other providers:

• A practitioner's eye, not just a theorist's: before valuing LBO instruments, Aristide Ruot founded companies and structured financings; this lived experience shapes every assumption retained in the model, well beyond a mechanical application of a formula.
• Technical mastery of hybrid instruments: decomposing an ORA or an OBSA between its bond component and its optional component, led by Aristide Ruot, a finance Ph.D.
• A budget that follows real complexity: a single AGA does not cost the same as a mezzanine structure combining ORA and OBSA, unlike the flat rate large firms often apply.
• A single team from financing to closing: financial instrument valuation, financial structuring and due diligence are handled by the same points of contact.
• No ties to the funds or intermediaries involved: Hectelion's compensation does not depend on any party to the underlying transaction.
• A timeline set from the engagement letter: the report delivery deadline is announced at scoping and held to, a decisive point when the valuation conditions a closing.

Point of caution: before signing an engagement letter, ask your valuer who pays them and how long they have worked with the parties to the transaction. A report produced by a provider already tied to the fund or the mezzanine lender loses some of its evidentiary weight before an auditor or the other stakeholders.

How to reduce the cost of your valuation without losing defensibility

• Prepare the documentation upfront (issuance contract, shareholders' agreement) to avoid back-and-forth billed on a time basis.
• Group all instruments from the same financing transaction into a single engagement, rather than mandating separately for the ORA and the OBSA.
• Stabilize the terms of the mezzanine structure before the mandate, rather than starting the engagement during a still-moving negotiation with lenders.
• Anticipate the LBO closing timeline from scoping, to avoid the markup tied to urgency.
• Mandate a single firm for all the instruments in a single transaction, rather than multiplying providers.

None of these levers involves reducing the depth of the analysis or the documentation of assumptions, the only condition for the report's defensibility before a fund or an auditor.

Good leaver, bad leaver: what happens to an unvested AGA or ABSA when a beneficiary departs

The shareholders' agreement or the grant plan rules accompanying an AGA or an ABSA almost always include an early-departure clause, distinguishing the good leaver, who leaves for a legitimate reason, disability, death, dismissal without genuine cause, from the bad leaver, who resigns or is dismissed for cause.

For an AGA still in its acquisition period, a bad leaver generally forfeits all the not-yet-vested shares, while a good leaver keeps their rights on a pro-rata basis for the period already elapsed. For an ABSA, the clause usually targets the attached warrant rather than the ordinary share already subscribed: a bad leaver loses the benefit of the warrant, while the ordinary share itself, already paid for, is subject to a buyback promise at a contractually defined price.

For the valuer, this clause introduces an additional option to model whenever the engagement covers the valuation of a portfolio of ongoing plans, the probability of a bad-leaver departure statistically reducing the plan's expected value for all beneficiaries.

The 5 mistakes that cost the most

Mistake 1: Valuing an ORA like a classic bond

An ORA is not meant to be redeemed in cash: ignoring the mandatory nature of the conversion into shares in the valuation model leads to underestimating future dilution and overestimating the protection the holder enjoys.

Mistake 2: Confusing the AGA regime with the BSPCE regime

Free shares and BSPCE follow distinct tax and social security regimes, with different grant caps and holding conditions; conflating them in a plan's documentation exposes it to challenge during an audit.

Mistake 3: Not decomposing an OBSA between its two components

Valuing an OBSA as a single block, without distinguishing the value of the bond component from that of the attached subscription warrant, prevents properly documenting the accounting split between debt and equity.

Mistake 4: Underestimating own-credit risk in a mezzanine structure

Valuing an ORA or an OBSA using only the risk-free rate, without adjusting the discount rate for the issuer's own credit risk, systematically overvalues the instrument and weakens the report before a lender or an auditor.

Mistake 5: Not documenting volatility and rate assumptions

A report that does not explicitly justify the chosen volatility, risk-free rate and dividend yield does not hold up to serious challenge in an audit or a negotiation with a fund.

Case 1: free share plan for a French industrial SME, valued at EUR 4,000

Case built for illustrative purposes based on observed market practice.

Company J SAS, an industrial equipment manufacturer, Auvergne-Rhône-Alpes. Twenty-two years old, not eligible for the BSPCE regime. The company grants an AGA plan to 80 employees, with a two-year acquisition period followed by a one-year holding period.

The quote comes to EUR 4,000, within the EUR 3,000 to 6,000 range for a single AGA, due to a simple cap table and a single accounting framework. The engagement runs three weeks and covers valuing the underlying company, applying a documented liquidity discount, and the report for the statutory auditor.

Case 2: ORA and OBSA mezzanine financing for a French LBO, valued at EUR 9,000

Case built for illustrative purposes based on observed market practice.

Company K SAS, a business services group, Nouvelle-Aquitaine. Revenue EUR 25 million. An LBO fund structures the acquisition financing with a senior debt tranche, an ORA tranche subscribed by the fund itself to strengthen equity, and an OBSA tranche subscribed by a third-party mezzanine lender.

The quote comes to EUR 9,000, within the EUR 6,000 to 12,000 range for a structure combining two instruments, due to the coordination required between the shareholder fund and the mezzanine lender. The engagement runs four weeks and applies a binomial model for the ORA's conversion component, a bond-and-optional decomposition for the OBSA, and a discount rate adjusted for the target's own credit risk.

A word from our founder

"An ORA or an OBSA is too often reduced to a shortcut: treating it as plain debt. These are hybrid instruments, and the report must precisely decompose what belongs to debt and what belongs to the option."

"The AGA was long seen as an instrument for large listed groups. We increasingly see it at mature SMEs that have outgrown BSPCE eligibility and are looking for a simple alternative to set up."

"Our role is to document defensible assumptions, not to produce a number. That documentation, more than the number itself, is what protects the founder, the beneficiaries and the lenders in the event of an audit or a negotiation."

Aristide Ruot
Founder, Hectelion SA

FAQ: the 12 essential questions about the price of an AGA, ABSA, ORA or OBSA valuation

Introduction: what to remember before the questions

The price of an AGA, ABSA, ORA or OBSA valuation depends first on the number of instruments combined in the transaction, before the size of the company itself. The following questions answer those most frequently asked by finance leaders, investment funds and executives in France.

Q1: How much does an AGA, ABSA, ORA or OBSA valuation cost?

Between EUR 3,000 and 6,000 for a single instrument, and between EUR 6,000 and 12,000 for a structure combining several instruments in the same financing (Hectelion's 2026 practice).

Q2: How much does an AGA valuation cost?

Between EUR 3,000 and 6,000, the valuation focusing mainly on the liquidity discount applicable to the granted shares, with no strike price to model.

Q3: How much does an ABSA valuation cost?

Between EUR 3,000 and 6,000 for a single ABSA, and up to EUR 12,000 when it is part of a management package combining several instruments for several beneficiaries.

Q4: How much does an ORA valuation cost?

Between EUR 3,000 and 6,000 for a single ORA, a binomial model being necessary to reflect the mandatory nature of the conversion into shares at maturity.

Q5: How much does an OBSA valuation cost?

Between EUR 3,000 and 6,000 for a single OBSA, the valuation decomposing the bond component and the optional component of the attached warrant.

Q6: What is the difference between an ORA and an OBSA?

An ORA is mandatorily redeemed in shares at maturity, never in cash. An OBSA is redeemed in cash like a classic bond, with an attached subscription warrant giving optional, not mandatory, access to the capital.

Q7: Is the quote for an AGA, ABSA, ORA or OBSA valuation negotiable?

Reducing the number of iterations in a Monte Carlo simulation or the depth of justification for the liquidity discount lowers the quote, but a fund shareholder or a mezzanine lender examines these assumptions closely during their own review: a thinner documentation trail stands out immediately and can delay a closing rather than speed it up.

Q8: Who commissions the valuation of an ORA or an OBSA in an LBO, the target company or the fund?

The target company generally pays for the engagement, but in a mezzanine financing the shareholder fund or the mezzanine lender often dictates the choice of provider, or at minimum requires review rights over the report before subscribing to the instrument.

Q9: Does the cost of valuing an ORA or an OBSA fall under deductible structuring fees?

In a mezzanine financing or an LBO, valuation fees are most often folded into the transaction's structuring costs rather than treated as a standalone charge, with a specific accounting and tax treatment to confirm with your accountant or the fund's auditor before the engagement.

Q10: Does an ORA or an OBSA need to be revalued at every close?

An ORA or an OBSA is revalued at every close when measured at fair value, but above all whenever an amendment changes the financing terms, a partial refinancing, a change in maturity or rate, which happens more often for these instruments than for an incentive plan that stays stable over time.

Q11: How long does it take to value these instruments?

From two to four weeks for a single instrument to three to six weeks for a structure combining several instruments, depending on data availability.

Q12: How do I choose a valuer for an AGA, ABSA, ORA or OBSA?

Check the provider's independence from the fund or lenders involved, their demonstrated ability to decompose a hybrid instrument between its bond and optional components, and the inclusion of complete assumption documentation in the report.

Estimate your company's value with Acontos, Hectelion's online simulator

To take this further with a concrete figure, Hectelion offers Acontos, its online audit, due diligence and business valuation tool. Powered by Anthropic's Claude Sonnet 5 artificial intelligence and calibrated on Hectelion's methodology, it reads your accounts, normalizes EBITDA, applies real sector multiples and reconstructs a net debt bridge to estimate the value of your shares within minutes.

This ordinary-share value is precisely the starting point for any AGA, ABSA, ORA or OBSA valuation. Launch the valuation simulator free of charge: the tool is confidential, retains no document and does not replace a formal valuation, but it gives a useful first order of magnitude before discussing it with our team.

Conclusion: the price of a valuation is read in the number of instruments combined, not the quote alone

The cost of an AGA, ABSA, ORA or OBSA valuation engagement is not a standalone figure, it reflects the number of instruments combined in the transaction and the valuation model required. For a single instrument, the EUR 3,000 to 6,000 range covers most files, with mezzanine structures combining several instruments exceeding it.

Comparing quotes means comparing identical models, binomial against binomial, bond-optional decomposition against equivalent decomposition, not just amounts, exactly as with any business valuation engagement.

Article summary

An AGA, ABSA, ORA or OBSA valuation in France costs between EUR 3,000 and 6,000 for a single instrument, and between EUR 6,000 and 12,000 for a structure combining several instruments in the same financing.

The price varies with the type of instrument and the model it requires, the number of instruments combined, data availability, the urgency of the timeline, and the level of defensibility sought. The two priced cases illustrate this: EUR 4,000 for an AGA plan at an industrial SME with 80 employees, EUR 9,000 for an ORA and OBSA mezzanine financing for an LBO in Nouvelle-Aquitaine.

Hectelion carries out AGA, ABSA, ORA and OBSA valuation engagements for French companies, in full independence from funds and traditional financial intermediaries.

Sources

• Bulletin officiel des finances publiques (BOFiP), administrative guidance on free shares and securities giving access to capital
• EXPERTsuisse, professional standards for accounting and valuation
• Hectelion, BSA, definition, valuation and structuring in fundraising and LBO transactions
• IFRS Foundation, IFRS 2, share-based payment
• IFRS Foundation, IFRS 13, fair value measurement
• International Valuation Standards Council (IVSC), International Valuation Standards applied to financial instruments
• Légifrance, French General Tax Code

Author

Aristide Ruot, Ph.D.
Founder | CEO, Hectelion SA