BVU News and Trends November 2019
A monthly roundup of key developments of interest to business valuation experts.
DCF Modeling for Early Stage Enterprises: A Fair Value Update
In In this panel discussion Antonella Puca, Andreas Dal Santo and Shilpa Chandra will discuss the special characteristics of DCF modeling as they pertain to the valuation of companies that are in the early years of their life and that have yet to become profitable (early stage enterprises or “ESE”s). Learn the relevance of terminal value in driving valuation for ESEs and the dynamic nature of the model, which can be adjusted at subsequent measurement ...
Columbia Pipeline ruling highlights terminal value flaw in expert’s DCF
In the Columbia Pipeline statutory appraisal action, the Delaware Court of Chancery recently rejected the petitioner expert’s discounted cash flow analysis to determine fair value and, in a short but noteworthy discussion, explained why the court has come to question the usefulness of the DCF in many instances.
Avoid this inconsistency with the terminal value
Terminal value calculations use a perpetuity model that, when using Gordon growth, assumes cash flows occur at the end of each year.
Unadjusted deal price best represents fair value, Court of Chancery says
In a statutory appraisal case featuring a publicly traded company, the Court of Chancery, after an exhaustive evaluation of the sale process, found the deal price was the best evidence of fair value.
In re Stillwater Mining Co. 2017 0385 JTL
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Despite Less-Than-Optimal Sale Process, Court Relies on Deal Price for Fair Value
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
In re Appraisal of Columbia Pipeline Grp., Inc.
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Court Endorses Unadjusted Deal Price as Fair Value Indicator Despite Flaws in Sale Process
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Terminal Value: A Perpetual Issue in Valuation
Willie Sutton robbed banks “because that’s where the money is.” The terminal value is an important component of a business valuation because that’s where most of the value is. Join Michael Vitti and Seth Fliegler of Duff & Phelps as they address the nuts and bolts of determining the terminal value, as well as issues that are brought up within the business valuation community and mistakes to avoid. Be better prepared to address terminal value-related ...
BVU News and Trends September 2019
A monthly roundup of key developments of interest to business valuation experts.
A few recent research papers of note
These papers can be found at the Social Science Research Network.
Business Valuation OIV Journal Spring 2019
Business Valuation OIV Journal has been created by Organismo Italiano di Valutazione (OIV), the Italian Valuation Standard Setter, to provide a forum for discussion and to foster cultural progress in the field of business valuation. In this issue, articles include "Company Valuation as Result of Risk Analysis: Replication Approach as an Alternative to the CAPM"; "Residual Income Model and Abnormal Returns: A Comparison to Factor Styles and Sell-Side Analysts"; and "Critical Issues When Valuating Small Businesses".
Creative Destruction and the Perpetual Growth Assumption
In determining terminal value in a discounted cash flow (DCF) valuation, it is usually assumed that a mature company will grow at a constant rate in perpetuity. The impact of creative destruction and disruptive innovation interrupts and reverses historical growth patterns. If to the extent that the assumption of constant perpetual growth is invalid, the commonly used growth model in DCF analyses will overstate terminal value and cause overvaluations. The perpetual growth concept needs to ...
In re AOL Inc.
In statutory appraisal, court finds sales process was not “Dell compliant” and declines to assign any weight to deal price; court agrees with parties’ experts that DCF best captures fair value on valuation date and arrives at final value below deal price.
Chancery Relies on DCF Where Deal Process Is Not ‘Dell Compliant’
In statutory appraisal, court finds sales process was not “Dell compliant” and declines to assign any weight to deal price; court agrees with parties’ experts that DCF best captures fair value on valuation date and arrives at final value below deal price.
Estimating Terminal Values with Inflation: The Inputs Matter—It Is Not a Formulaic Exercise
Estimation of the terminal value of a business enterprise is a critical aspect of any corporate valuation. In a path-breaking article, Bradley and Jarrell showed that traditional constant growth methods for estimating the terminal value typically failed to deal properly with inflation. The premise underlying the Bradley-Jarrell analysis, namely, that inflation applies to a firm's capital stock in the same manner that it applies to other financial metrics, is straightforward. Unfortunately, the Bradley-Jarrell analysis is ...
Work File Checklist for Growth Rate and Terminal Value
The requirements under the new credential for fair value for financial reporting should be considered best practices to anyone doing this type of work. Holders of the Certified in Entity and Intangible Valuations (CEIV) credential will have a work file re ...
Chancery Says Solid Sales Process Lends Credibility to Deal Price
In appraisal action, Chancery says final merger consideration best represents fair value, noting sales process led to “meaningful price discovery”; court says with DCF too much depends on assumptions; small changes may have outsize impact on value range.
Merion Capital L.P. v. Lender Processing Servs.
In appraisal action, Chancery says final merger consideration best represents fair value, noting sales process led to “meaningful price discovery”; court says with DCF too much depends on assumptions; small changes may have outsize impact on value range.
Chancery Says Solid Sales Process Lends Credibility to Deal Price
In appraisal action, Chancery says final merger consideration best represents fair value, noting sales process led to “meaningful price discovery”; court says with DCF too much depends on assumptions; small changes may have outsize impact on value range.
Financial Advisor’s ‘Real Client Was the Deal,’ Says Chancery
Chancery says “dropdown” of assets from parent to master limited partnership resulted in overpayment; transaction was enabled by financial advisor that took orders from parent regardless of whether opinion “made sense as a matter of valuation theory.”
In re El Paso Pipeline Partners, L.P. Derivative Litig.
Chancery says “dropdown” of assets from parent to master limited partnership resulted in overpayment; transaction was enabled by financial advisor that took orders from parent regardless of whether opinion “made sense as a matter of valuation theory.”
Court Relies on DCF to Derive Value of ‘Sui Generis’ Company
NY court rejects comparable analyses to value “truly incomparable” beverage company and relies solely on DCF; court says the fact that expressions of interest to buy the company never became bona fide offers indicates liquidity risk and supports 25% DLOM.
Ferolito v. AriZona Beverages USA LLC
NY court rejects comparable analyses to value “truly incomparable” beverage company and relies solely on DCF; court says the fact that expressions of interest to buy the company never became bona fide offers indicates liquidity risk and supports 25% DLOM.