A presentation by Jeff K. Davis, CFA, that provides an overview of issues surrounding a decision to take an SEC-registrant private.
Pros and Cons of Going Private
Structuring a Transaction
Valuation Analysis
Fairness Considerations
Part one of the two sessions on Successful Savings Mobilization which explains research insights and cases of successful savings mobilization strategies to attract and retain microfinance clients. Part one is presented by Ferdinand Sia of RBAP-MABS
Part one of the two sessions on Successful Savings Mobilization which explains research insights and cases of successful savings mobilization strategies to attract and retain microfinance clients. Part one is presented by Ferdinand Sia of RBAP-MABS
CASE STUDY ON KOTAK MAHINDRA BANK’S INCEPTION OF MOBILE BANKING APP KOTAK BHA...VARUN KESAVAN
Kotak Mahindra Bank is an Indian private sector bank headquartered in Mumbai, Maharashtra, India. In February 2003, Reserve Bank of India (RBI) gave the licence to Kotak Mahindra Finance Ltd., the group's flagship company, to carry on banking business.[3]
It offers a wide range of banking products and financial services for corporate and retail customers through a variety of delivery channels and specialized subsidiaries in the areas of personal finance, investment banking, life insurance, and wealth management.
Kotak Mahindra Bank has a network of 1,348 branches across 675 locations and 2,051 ATMs in the country.[4] In 2016, it was the third largest private bank in India by market capitalization.[5]
A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act, 1956/2013 and is engaged in the business of loans and advances, deposits, acquisition of shares stock/bonds/debentures/securities issued by Government or local authority or other securities of like marketable nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of agriculture activity, industrial activity, sale/purchase/construction of immovable property. To register NBFC in India, the Company must have approval from Reserve Bank of India.
The Insolvency and Bankruptcy Code 2016 - A Step ForwardSumedha Fiscal
The new bankruptcy law isn’t a “magic wand”. The main
challenge will be implementation-adequacy of infrastructure
and skilled pool of insolvency professionals, who will help
with the fast implementation of the law.
CII-Sumedha Fiscal has come out with this knowledge paper
with the objective to touch upon the key aspects of the Code
and lay bare the issues and challenges.
This presentation provides complete study ofcredit risk management,how it was performed in yester years ,how it is taken care nowadays and what is the road ahead in future
CASE STUDY ON KOTAK MAHINDRA BANK’S INCEPTION OF MOBILE BANKING APP KOTAK BHA...VARUN KESAVAN
Kotak Mahindra Bank is an Indian private sector bank headquartered in Mumbai, Maharashtra, India. In February 2003, Reserve Bank of India (RBI) gave the licence to Kotak Mahindra Finance Ltd., the group's flagship company, to carry on banking business.[3]
It offers a wide range of banking products and financial services for corporate and retail customers through a variety of delivery channels and specialized subsidiaries in the areas of personal finance, investment banking, life insurance, and wealth management.
Kotak Mahindra Bank has a network of 1,348 branches across 675 locations and 2,051 ATMs in the country.[4] In 2016, it was the third largest private bank in India by market capitalization.[5]
A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act, 1956/2013 and is engaged in the business of loans and advances, deposits, acquisition of shares stock/bonds/debentures/securities issued by Government or local authority or other securities of like marketable nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of agriculture activity, industrial activity, sale/purchase/construction of immovable property. To register NBFC in India, the Company must have approval from Reserve Bank of India.
The Insolvency and Bankruptcy Code 2016 - A Step ForwardSumedha Fiscal
The new bankruptcy law isn’t a “magic wand”. The main
challenge will be implementation-adequacy of infrastructure
and skilled pool of insolvency professionals, who will help
with the fast implementation of the law.
CII-Sumedha Fiscal has come out with this knowledge paper
with the objective to touch upon the key aspects of the Code
and lay bare the issues and challenges.
This presentation provides complete study ofcredit risk management,how it was performed in yester years ,how it is taken care nowadays and what is the road ahead in future
Some executives who accumulate a substantial ownership position in the company hedge or pledge their shares to limit their financial risk. Should the board of directors allow this to occur?
RUNNING HEAD: TEAM 1 TASK 9 1
TASK 9
Team 1:
Adetolani Adeosun
Lawrence Henderson
Ayoub Mfinanga
Brittany Raines
Matthias Wurster
Memo to CFO
Executive Summary:
Goodwill is an intangible asset that is recorded when a company purchases another company. The amount the company pays beyond the book value of these assets is recorded as a separate asset known as “goodwill”. Acme Iron is considering buying Martin & Sons for $60 million. Martin & Sons has $4.2 million in net working capital. The firm has total assets with a book value of $48.6 million and a market value of $53.4 million. Goodwill is calculated by taking the sum of the market value of assets and net working capital and subtracting that number from the cash acquisition. Based on the following calculation, Acme’s amount of goodwill will be recorded on its balance sheet as $2.4 million. Goodwill is recorded as a noncurrent asset on the balance sheet. Acme does not have the liquidity available to finance this acquisition using cash, so they will have to issue debt or equity for the same. This will reduce liquidity risk. A liquidity issue could damage Acme’s finances to the point where bankruptcy is a potential. A company experiencing liquidity problems is an indicator that there are underlying problems in its practice and this leads to an investment risk.
Analysis:
Goodwill = cash acquisition – (market value of assets + net working capital).
= $60 million – ($53.4 million + $4.2 million)
= $60 million - $57.6 million
= $2.4 million
Goodwill recorded is $2.4 million.
I recommend that the whole consideration should not be paid in cash rather issue debt or equity for the same which reduces liquidity risk.
Yes, there is a liquidity issue which could damage their finances to the point that bankruptcy becomes a potential.
Conclusion:
Goodwill will be reported at $2.4 Million. Paying for this investment using debt or newly issued equity will reduce the liquidity risk of the investment, so this is recommended. This investment should not threaten bankruptcy as long as liquidity is maintained using the above recommended financing options.
RUNNING HEAD: TEAM 1 TASK 8 1
TEAM 1 TASK 8 7
TASK 8
Team 1:
Adetolani Adeosun
Lawrence Henderson
Ayoub Mfinanga
Brittany Raines
Matthias Wurster
Memo to CFO
Executive Summary:
It is the opinion of this advisory committee that a share repurchase be done instead of a dividend distribution. Strictly by increase in EPS, a share repurchase will add more value than a dividend distribution. As shown below, a dividend distribution of the $5,000,000 would add $0.3333 to EPS, while the share repurchase adds $0.3378 per share. This along with tax savings to our shareholders makes the share repurchase the better option. This is even more advisable if it is likely our share price will increase i ...
Eddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/opportunity-amidst-crisis-buying-distressed-assets-claims-and-securities-for-fun-profit-2020/
Debt and equity are the two important sources of finance for the firms. Basically, capital structure of the firm revolves around the judicious mix of the debt and equity. Upon Debt and equity mix much research has been done and many have designed the capital structure in a very different manner.
Capital structure theory can be said as the manner in which a company or organization finance its economic activities. Basically, capital structure of a firm is the combination of equity and debt. It is a very important decision for every organization or business house. This decision revolves around a question “How to make an optimal capital’s structure for the firm?” and what are the factors that influence the decision. Because the capital structure decision ultimately affects the management, investors and lenders. So, it becomes very crucial for the firms. Earlier many researchers have made investigation on the capital structure determinants but still there are loopholes to be filled up. The theory of Capital Structure began with the phenomenal work made by Modigliani and Miller (1958, 1963). It stirred the academic world to pour more thoughts into that and many interesting works came out.
Capital structure refers to the way a firm chooses to finance its assets and investments through some combination of equity, debt, or internal funds. It is in the best interests of a company to find the optimal ratio of debt to equity to reduce their risk of insolvency, continue to be successful and ultimately remain or to become profitable.
DETERMINANTS OF CAPITAL STRUCTURE:
The capital structure of a concern depends upon a large number of factors such as leverage or trading on equity, growth of the company, nature and size of business, the idea of retaining control, flexibility of capital structure, requirements of investors, cost of floatation of new securities, timing of issue, corporate tax rate and the legal requirements. It is not possible to rank hem because all such factors are of different important and the influence of individual factors of a firm change over a period of time.
1. Financial Leverage or Trading on Equity: Financial leverage is one of the important considerations in planning the capital structure of a company. One common method of examining the impact of leverage is to analyse the relationship between Earnings Per Share (EPS) and EBIT. The companies with high level of leverage can make profitable use of the high degree of leverage to increase return on the shareholders' equity.
2. Growth and Stability of Sales: The capital structure of a firm is highly influenced by the growth and stability of its sales. If the sales of a firm are expected to remain fairly stable, it can raise a higher level of debt. Stability of sales ensures that the firm will not face any difficulty in meeting its fixed commitments of interest payment and repayments of debt. Similarly, the rate of growth in sales also affects the capital structure decision.
3. Cost o
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
When business owners come to the point where they simply can’t see eye to eye, success can become unfeasible. Disputes between business owners can arise from any number of issues and have varying impacts on the actual business, ranging from simple distraction to total dissolution. Depending on the business and circumstance, the means for resolution may or may not be provided for in the relevant by-laws or shareholder agreement. In this webinar, the expert panel discusses different types of shareholder disputes and corresponding remedies, including alternative dispute resolution, buy-sell agreement provisions, and share valuation considerations.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/resolving-shareholder-disputes-2020/
Mercer Capital's Bank Watch | September 2023 | The Interest Rate Environment ...Mercer Capital
Brought to you by the Financial Institutions Team of Mercer Capital, this monthly newsletter is focused on bank activity in five U.S. regions. Bank Watch highlights various banking metrics, including public market indicators, M&A market indicators, and key indices of the top financial institutions, providing insight into financial institution valuation issues.
Mercer Capital's Investment Management Industry Newsletter | Q2 2023 | Focus:...Mercer Capital
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Mercer Capital's Bank Watch | July 2023 | Bank Impairment TestingMercer Capital
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Mercer Capital's Transportation & LogisticsIndustry newsletter provides perspective on valuation issues. Each newsletter also typically includes macroeconomic trends, industry trends, mergers and acquisitions review, and guideline public company metrics.
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Mercer Capital - Corporate Finance in 30 Minutes Whitepaper.pdfMercer Capital
Corporate finance does not need to be a mystery. In this whitepaper, we distill the
fundamental principles of corporate finance into an accessible and non-technical
primer. Structured around the three key decisions of capital structure, capital
budgeting, and distribution policy, the guide is designed to assist family business directors and shareholders without a finance background make relevant and
meaningful contributions to the most consequential financial decisions all companies must make. Our goal with this whitepaper is to give family business directors
and shareholders a vocabulary and conceptual framework for thinking about strategic corporate finance decisions, allowing them to bring their perspectives and
expertise to the discussion.
Mercer Capital's Bank Watch | March 2023 | “I’m Not Broke. I’m Just Not Liquid.”Mercer Capital
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Mercer Capital's Bank Watch | February 2023 | Themes from Bank Director’s 202...Mercer Capital
Brought to you by the Financial Institutions Team of Mercer Capital, this monthly newsletter is focused on bank activity in five U.S. regions. Bank Watch highlights various banking metrics, including public market indicators, M&A market indicators, and key indices of the top financial institutions, providing insight into financial institution valuation issues.
Mercer Capital's Investment Management Industry Newsletter | Q4 2023 | Focus:...Mercer Capital
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Mercer Capital's Bank Watch | December 2022 | Bank M&A 2022 - TurbulenceMercer Capital
Brought to you by the Financial Institutions Team of Mercer Capital, this monthly newsletter is focused on bank activity in five U.S. regions. Bank Watch highlights various banking metrics, including public market indicators, M&A market indicators, and key indices of the top financial institutions, providing insight into financial institution valuation issues.
Mercer Capital's Value Matters™ | Issue No. 3, 2022|Mercer Capital
Mercer Capital's Value Matters™, published 6 times per year, addresses gift & estate tax, ESOP, buy-sell agreement, and transaction advisory topics of interest to estate planners and other professional advisors to business.
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Mercer Capital's Transportation & LogisticsIndustry newsletter provides perspective on valuation issues. Each newsletter also typically includes macroeconomic trends, industry trends, mergers and acquisitions review, and guideline public company metrics.
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Brought to you by the Financial Institutions Team of Mercer Capital, this monthly newsletter is focused on bank activity in five U.S. regions. Bank Watch highlights various banking metrics, including public market indicators, M&A market indicators, and key indices of the top financial institutions, providing insight into financial institution valuation issues.
Mercer Capital's Investment Management Industry Newsletter | Q3 2022 | Focus:...Mercer Capital
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Brought to you by the Financial Institutions Team of Mercer Capital, this monthly newsletter is focused on bank activity in five U.S. regions. Bank Watch highlights various banking metrics, including public market indicators, M&A market indicators, and key indices of the top financial institutions, providing insight into financial institution valuation issues.
Mercer Capital's Value Focus: Transportation & Logistics | Q2 2022 | Feature...Mercer Capital
Mercer Capital's Transportation & LogisticsIndustry newsletter provides perspective on valuation issues. Each newsletter also typically includes macroeconomic trends, industry trends, mergers and acquisitions review, and guideline public company metrics.
Currently pi network is not tradable on binance or any other exchange because we are still in the enclosed mainnet.
Right now the only way to sell pi coins is by trading with a verified merchant.
What is a pi merchant?
A pi merchant is someone verified by pi network team and allowed to barter pi coins for goods and services.
Since pi network is not doing any pre-sale The only way exchanges like binance/huobi or crypto whales can get pi is by buying from miners. And a merchant stands in between the exchanges and the miners.
I will leave the telegram contact of my personal pi merchant. I and my friends has traded more than 6000pi coins successfully
Tele-gram
@Pi_vendor_247
What price will pi network be listed on exchangesDOT TECH
The rate at which pi will be listed is practically unknown. But due to speculations surrounding it the predicted rate is tends to be from 30$ — 50$.
So if you are interested in selling your pi network coins at a high rate tho. Or you can't wait till the mainnet launch in 2026. You can easily trade your pi coins with a merchant.
A merchant is someone who buys pi coins from miners and resell them to Investors looking forward to hold massive quantities till mainnet launch.
I will leave the telegram contact of my personal pi vendor to trade with.
@Pi_vendor_247
Even tho Pi network is not listed on any exchange yet.
Buying/Selling or investing in pi network coins is highly possible through the help of vendors. You can buy from vendors[ buy directly from the pi network miners and resell it]. I will leave the telegram contact of my personal vendor.
@Pi_vendor_247
when will pi network coin be available on crypto exchange.DOT TECH
There is no set date for when Pi coins will enter the market.
However, the developers are working hard to get them released as soon as possible.
Once they are available, users will be able to exchange other cryptocurrencies for Pi coins on designated exchanges.
But for now the only way to sell your pi coins is through verified pi vendor.
Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
The European Unemployment Puzzle: implications from population agingGRAPE
We study the link between the evolving age structure of the working population and unemployment. We build a large new Keynesian OLG model with a realistic age structure, labor market frictions, sticky prices, and aggregate shocks. Once calibrated to the European economy, we quantify the extent to which demographic changes over the last three decades have contributed to the decline of the unemployment rate. Our findings yield important implications for the future evolution of unemployment given the anticipated further aging of the working population in Europe. We also quantify the implications for optimal monetary policy: lowering inflation volatility becomes less costly in terms of GDP and unemployment volatility, which hints that optimal monetary policy may be more hawkish in an aging society. Finally, our results also propose a partial reversal of the European-US unemployment puzzle due to the fact that the share of young workers is expected to remain robust in the US.
what is the future of Pi Network currency.DOT TECH
The future of the Pi cryptocurrency is uncertain, and its success will depend on several factors. Pi is a relatively new cryptocurrency that aims to be user-friendly and accessible to a wide audience. Here are a few key considerations for its future:
Message: @Pi_vendor_247 on telegram if u want to sell PI COINS.
1. Mainnet Launch: As of my last knowledge update in January 2022, Pi was still in the testnet phase. Its success will depend on a successful transition to a mainnet, where actual transactions can take place.
2. User Adoption: Pi's success will be closely tied to user adoption. The more users who join the network and actively participate, the stronger the ecosystem can become.
3. Utility and Use Cases: For a cryptocurrency to thrive, it must offer utility and practical use cases. The Pi team has talked about various applications, including peer-to-peer transactions, smart contracts, and more. The development and implementation of these features will be essential.
4. Regulatory Environment: The regulatory environment for cryptocurrencies is evolving globally. How Pi navigates and complies with regulations in various jurisdictions will significantly impact its future.
5. Technology Development: The Pi network must continue to develop and improve its technology, security, and scalability to compete with established cryptocurrencies.
6. Community Engagement: The Pi community plays a critical role in its future. Engaged users can help build trust and grow the network.
7. Monetization and Sustainability: The Pi team's monetization strategy, such as fees, partnerships, or other revenue sources, will affect its long-term sustainability.
It's essential to approach Pi or any new cryptocurrency with caution and conduct due diligence. Cryptocurrency investments involve risks, and potential rewards can be uncertain. The success and future of Pi will depend on the collective efforts of its team, community, and the broader cryptocurrency market dynamics. It's advisable to stay updated on Pi's development and follow any updates from the official Pi Network website or announcements from the team.
Empowering the Unbanked: The Vital Role of NBFCs in Promoting Financial Inclu...Vighnesh Shashtri
In India, financial inclusion remains a critical challenge, with a significant portion of the population still unbanked. Non-Banking Financial Companies (NBFCs) have emerged as key players in bridging this gap by providing financial services to those often overlooked by traditional banking institutions. This article delves into how NBFCs are fostering financial inclusion and empowering the unbanked.
how can i use my minded pi coins I need some funds.DOT TECH
If you are interested in selling your pi coins, i have a verified pi merchant, who buys pi coins and resell them to exchanges looking forward to hold till mainnet launch.
Because the core team has announced that pi network will not be doing any pre-sale. The only way exchanges like huobi, bitmart and hotbit can get pi is by buying from miners.
Now a merchant stands in between these exchanges and the miners. As a link to make transactions smooth. Because right now in the enclosed mainnet you can't sell pi coins your self. You need the help of a merchant,
i will leave the telegram contact of my personal pi merchant below. 👇 I and my friends has traded more than 3000pi coins with him successfully.
@Pi_vendor_247
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US Economic Outlook - Being Decided - M Capital Group August 2021.pdfpchutichetpong
The U.S. economy is continuing its impressive recovery from the COVID-19 pandemic and not slowing down despite re-occurring bumps. The U.S. savings rate reached its highest ever recorded level at 34% in April 2020 and Americans seem ready to spend. The sectors that had been hurt the most by the pandemic specifically reduced consumer spending, like retail, leisure, hospitality, and travel, are now experiencing massive growth in revenue and job openings.
Could this growth lead to a “Roaring Twenties”? As quickly as the U.S. economy contracted, experiencing a 9.1% drop in economic output relative to the business cycle in Q2 2020, the largest in recorded history, it has rebounded beyond expectations. This surprising growth seems to be fueled by the U.S. government’s aggressive fiscal and monetary policies, and an increase in consumer spending as mobility restrictions are lifted. Unemployment rates between June 2020 and June 2021 decreased by 5.2%, while the demand for labor is increasing, coupled with increasing wages to incentivize Americans to rejoin the labor force. Schools and businesses are expected to fully reopen soon. In parallel, vaccination rates across the country and the world continue to rise, with full vaccination rates of 50% and 14.8% respectively.
However, it is not completely smooth sailing from here. According to M Capital Group, the main risks that threaten the continued growth of the U.S. economy are inflation, unsettled trade relations, and another wave of Covid-19 mutations that could shut down the world again. Have we learned from the past year of COVID-19 and adapted our economy accordingly?
“In order for the U.S. economy to continue growing, whether there is another wave or not, the U.S. needs to focus on diversifying supply chains, supporting business investment, and maintaining consumer spending,” says Grace Feeley, a research analyst at M Capital Group.
While the economic indicators are positive, the risks are coming closer to manifesting and threatening such growth. The new variants spreading throughout the world, Delta, Lambda, and Gamma, are vaccine-resistant and muddy the predictions made about the economy and health of the country. These variants bring back the feeling of uncertainty that has wreaked havoc not only on the stock market but the mindset of people around the world. MCG provides unique insight on how to mitigate these risks to possibly ensure a bright economic future.
Resume
• Real GDP growth slowed down due to problems with access to electricity caused by the destruction of manoeuvrable electricity generation by Russian drones and missiles.
• Exports and imports continued growing due to better logistics through the Ukrainian sea corridor and road. Polish farmers and drivers stopped blocking borders at the end of April.
• In April, both the Tax and Customs Services over-executed the revenue plan. Moreover, the NBU transferred twice the planned profit to the budget.
• The European side approved the Ukraine Plan, which the government adopted to determine indicators for the Ukraine Facility. That approval will allow Ukraine to receive a EUR 1.9 bn loan from the EU in May. At the same time, the EU provided Ukraine with a EUR 1.5 bn loan in April, as the government fulfilled five indicators under the Ukraine Plan.
• The USA has finally approved an aid package for Ukraine, which includes USD 7.8 bn of budget support; however, the conditions and timing of the assistance are still unknown.
• As in March, annual consumer inflation amounted to 3.2% yoy in April.
• At the April monetary policy meeting, the NBU again reduced the key policy rate from 14.5% to 13.5% per annum.
• Over the past four weeks, the hryvnia exchange rate has stabilized in the UAH 39-40 per USD range.
how to sell pi coins effectively (from 50 - 100k pi)DOT TECH
Anywhere in the world, including Africa, America, and Europe, you can sell Pi Network Coins online and receive cash through online payment options.
Pi has not yet been launched on any exchange because we are currently using the confined Mainnet. The planned launch date for Pi is June 28, 2026.
Reselling to investors who want to hold until the mainnet launch in 2026 is currently the sole way to sell.
Consequently, right now. All you need to do is select the right pi network provider.
Who is a pi merchant?
An individual who buys coins from miners on the pi network and resells them to investors hoping to hang onto them until the mainnet is launched is known as a pi merchant.
debuts.
I'll provide you the Telegram username
@Pi_vendor_247
Poonawalla Fincorp and IndusInd Bank Introduce New Co-Branded Credit Cardnickysharmasucks
The unveiling of the IndusInd Bank Poonawalla Fincorp eLITE RuPay Platinum Credit Card marks a notable milestone in the Indian financial landscape, showcasing a successful partnership between two leading institutions, Poonawalla Fincorp and IndusInd Bank. This co-branded credit card not only offers users a plethora of benefits but also reflects a commitment to innovation and adaptation. With a focus on providing value-driven and customer-centric solutions, this launch represents more than just a new product—it signifies a step towards redefining the banking experience for millions. Promising convenience, rewards, and a touch of luxury in everyday financial transactions, this collaboration aims to cater to the evolving needs of customers and set new standards in the industry.
Fairness Considerations in Going Private Transactions
1. MERCER CAPITAL
Fairness Considerations in Going
Private Transactions
A (non-legal) Perspective for Directors of Micro- and Small-Cap Public Companies
Jeff K. Davis, CFA
Mercer Capital
jeffdavis@mercercapital.com
615.345.0350
December 2019
2. Disclaimer
This short presentation is intended to provide an overview of some issues surrounding a
decision to take an SEC-registrant private. This presentation does not cover all issues
with going private transactions; nor should it be construed to convey legal, accounting or
tax-related advice. Companies considering such a move should hire appropriate legal
and financial advisors.
Mercer Capital Management, Inc. (“Mercer Capital”) is a national valuation and financial
advisory firm that works with companies, financial institutions, private equity and credit
sponsors, high net worth individuals, benefit plan trustees, and government agencies to
value illiquid securities and to provide financial advisory services related to M&A,
divestitures, capital raises, buy-backs and other significant corporate transactions.
2
3. Table of Contents
1. Pros and Cons of Going Private
2. Structuring a Transaction
3. Valuation Analysis
4. Fairness Considerations
5. Appendix
3
5. Going Private
There are different paths to becoming a SEC-registrant: an IPO; spin-out from a public company;
or expansion in the number of shareholders to more than 2,000 (500 prior to 2012) through a
merger in which the consideration includes the issuance of common shares.
While there once may have been a good reason to be a public company (or not), that may no
longer be the case: hence, consideration of a go-private transaction may be warranted.
Being an SEC registrant is expensive with significant accounting, legal, regulatory and investor
relation costs. Plus, it can be difficult to make decisions that are best for the long-term success of
the company when many public investors focus heavily upon quarterly results and expected
earnings over the coming four quarters.
Also, trading volume may be disappointing, especially for micro-cap and small-cap companies
that are not included in a major index such as the Russell 2000. Investor interest in the shares
may be further hindered by limited or non-existent analyst coverage.
5
6. Going Private
With many micro-cap and small-cap stocks languishing, now may be a good time to
consider a going private transaction. In order to “go dark” a company must have 300 or
fewer shareholders.
Generally, there are two types of going private transactions: (1) a controlling or significant
but non-controlling shareholder seeks to acquire minority shares with or without board
support; or (2) company management and the board seek to reduce the number
shareholders in order to go dark.
Regardless of how and why a company seeks to go-private, Schedule 13E-3 must be filed
with the SEC. Among other items, the schedule requires disclosure regarding the purpose of
the transaction, terms, alternatives considered, and fairness of the transaction.
The issuer and the affiliate are persons required to file the Schedule 13E-3, each must
evaluate the going private transaction from the standpoint of fairness to the issuer’s
unaffiliated shareholders and appropriately disclose the results of such evaluation.
(https://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm)
6
7. Small- and micro-cap indices vastly underperform the S&P 500
Russell Micro-Cap and 2000 Indices
7
Median and average market
cap for small cap index
$736M / $2.2B; micro cap
$220M / $504M @ 9/30/19
Investors have favored
large-caps with shift to
passive from active
management
Foreign capital flows to the
U.S. often require liquid
assets
Value stocks (vs. growth)
are out-of-favor and are
heavily represented among
small caps
Regulatory changes have
resulted in less analyst
coverage of small
companies
0%
20%
40%
60%
80%
100%
120%
140%
160%
180%
S&P 500 Russell 2000 Russell Micro Cap
Dec 31, 2013 = 100
2H15-1H16
slowing global
growth; oil plunges
HY credit spreads
gap wider
9th Fed hike Dec 18 (Equities
& HY bond markets vote too
mucy); global rate collapse
4Q18-2019
Data via Bloomberg as of 11/5/19
Trump
election
2H16-1H18 Y/Y US corporate
earnings growth accelerates
9th
Fed hike Dec 18 (Equities
& HY bond markets vote too
much); global rate collapse
4Q18-2019
8. Reduce accounting, legal and compliance-
related costs
No longer subject to Wall Street’s myopic
focus on quarterly results
Eliminate public disclosure of financial
results and other important corporate
matters to competitors
More corporate governance flexibility
Eliminate lawsuit potential related to SOX
certification
Potential to use more leverage in the capital
structure to obtain tax benefit
Shares no longer listed on a national
exchange (although some liquidity can
be maintained via OTC listing)
Lose (or greatly diminished) ability to use
shares as an acquisition currency
Less access to equity capital although
depth of private equity capital today
arguably mitigates
Going Private
Pros Cons
8
10. Structuring a Transaction
10
Reverse Stock Splits
The most direct route to going private is to execute a reverse stock split. Shareholders with
more than a threshold number of shares will receive new shares, while those whose
ownership is below the threshold amount will receive cash. In some instances a board may
first institute a share repurchase program to avoid a reverse stock split if possible or reduce
the number of shares that may dissent to a transaction.
The question for a board contemplating a go-private transaction via a reverse stock split: at
what price will fractional shares be cashed-out?
Under §155 of the Delaware GCL, if a corporation seeks to compensate the shareholders
instead of issuing fractional shares, it shall “(1) arrange for the disposition of fractional
interests by those entitled thereto; (2) pay in cash their fair value as of the time when those
entitled to receive such fractions are determined; or (3) issue scrip or warrants in registered
or bearer form entitling the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share.” A cash payment is the most common outcome.
11. Structuring a Transaction
11
Section 155 of the DGCL addresses the right to receive fair value in a reverse stock split
while §262 addresses the right of a Delaware stockholder to receive the appraised fair value
in a transaction in which dissenters’ rights are triggered (and perfected). Statutory fair value
is not the same concept as fair value promulgated by the FASB for financial statement
reporting purposes.
In Delaware, as elsewhere, statutory fair value has been interpreted by the judiciary. Fair
value, in effect, represents value of the firm immediately before a transaction occurs without
giving any consideration to merger synergies or changes in the capital structure that may
occur; however, it also does not permit minority or marketability discounts as might be the
case if the standard of value were fair market value (i.e., willing buyer, willing seller).
The essence of the appraisal process is to establish the value of that which has been (or will
be) taken from dissenting shareholders. Establishing the price to cash-out shareholders in a
go-private transaction for a company that is thinly traded merits intense scrutiny by the board
or special committee because the shares may be undervalued based upon various valuation
methodologies.
12. Structuring a Transaction
12
Tender Offers and Mergers
The acquisition of minority shares by a controlling shareholder or significant non-control shareholder
is more complex and raises more fairness-related issues for a board than a reverse stock split even
though the end result is the same (i.e., certain minority shareholders are cashed-out).
In some instances the acquiring entity or individual(s) may first offer to acquire shares via a tender
offer. The offer may be conditioned on the acquirer obtaining 90% of the shares so that a “short-form”
merger can be executed in which the target is merged into the subsidiary (i.e., a parent-subsidiary
merger) without a shareholder vote. This process is known as a “two-step” merger because a
backend merger immediately follows the tender offer.
Within ten days of a tender offer, the board must file Schedule 14D-9 with the SEC in which it
recommends that shareholders accept or reject the offer; or, the board states that it takes no position.
Also, for a tender offer not to be viewed as coercive, the acquirer must agree to a quick backend
merger; cash out the remaining shares at the tender price; and not make threats (e.g. halt dividends).
13. Structuring a Transaction
13
If the acquiring shareholder or entity does not have a controlling interest, then the board or
independent committee may be required to auction the company as part of its “Revlon”
duties; or, at the very least run a limited market check with potential alternative acquirers in
an effort to maximize value.
If the acquiring entity has a controlling interest, then an auction process likely is a non-
starter because the controlling shareholder(s) will block a competing transaction by voting
against it. In such an instance, it is more likely a single-step merger will be negotiated in
which the board (presumably) will form a committee of disinterested directors who will hire
legal and financial advisors to assist the committee in negotiating a merger agreement
(“long-form”) with the acquirer.
Once approved by the board, the merger agreement is incorporated into a proxy statement
that is sent to shareholders for approval at a special meeting of shareholders.
14. In a one-step merger, the target’s board or special
committee negotiates a merger agreement with the
acquirer, which is then submitted to shareholders for
approval via a proxy statement at a special
shareholder meeting.
An acquirer, whether a control shareholder or not,
launches a tender offer, often with the objective to
achieve 90% or greater ownership so that the
backend merger will be a short-form merger. A two-
step merger can entail a long-form backend merger,
however, unless a board that works with an acquirer
grants a “top-up option” that allows the acquirer to
buy enough shares to achieve 90% ownership.
Structuring a Transaction
One-Step Merger Two-Step Merger
14
Short-Form MergerLong-Form Merger
A merger (agreement) that is negotiated and is
subsequently submitted to shareholders for approval
via a proxy statement.
A short-form merger, which also is known as a
parent-subsidiary merger, does not require a
shareholder vote if the acquirer owns 90% or more of
the target under Delaware law.
16. Valuation Considerations and Methods
16
Regardless of whether a company that undergoes a go-private transaction has an active market for
its shares or not (many small SEC registrants do not), a detailed valuation analysis has to be
conducted to assess the reasonableness of the consideration to be paid (i.e., is the price fair?).
A critical element of the analysis is presented on page 19 in which the subject’s historical and
projected financial statements are analyzed to understand key trends, develop adjusted earnings
for each year if applicable, and develop an estimate of ongoing earning power. An analysis of capex
requirements and the balance sheet are required, too.
Valuation methods typically employed include:
Market Premium Analysis - considers the premium paid for similar public companies that agreed to
be acquired relative to the targets’ public market price prior to announcement (usually calculated on
a one, five, and 20-trading day volume weighted average) and applies the premiums to the market
price of the subject provided a market exists for the subject company’s shares. MPA has limitations,
however, as premiums are a byproduct of an acquirer’s valuation assessment of a target rather than
a direct economic driver per se.
17. Valuation Considerations and Methods
17
Guideline Transaction Method - develops indications of value for the subject based upon
multiples of EBITDA, EBIT, net income and the like as observed from acquisitions of companies
within the same industry as the subject.
Guideline Public Company Method - develops indications of value for the subject based upon
multiples of EBITDA, EBIT, net income and the like as observed from public market pricing of
companies similar to the subject. To the extent the subject has an active market, then the GPC
Method, in effect, is an assessment of whether the subject trades “cheap,” “rich” or inline with the
public comps. To the extent the subject trades cheap or rich to the guideline companies, the
analysis should address why.
Discounted Cash Flow Method - develops an indication of value based upon the present value
of projected cash flows over a discrete time period (usually 3 or 5 years) and a terminal value at
the end of the discrete period based upon the capitalization of a key metric such as EBITDA or
NOPAT. Cash flows are discounted at a risk-appropriate discount rate. Also, a sensitivity analysis
usually is incorporated to gauge the impact of varying discount rates, revenue growth rate, terminal
value EBITDA, etc.
18. Valuation Considerations and Methods
18
Present Value of Future Stock Price - derives an indication of value based upon a range of future
earnings (management estimates and/or consensus analyst estimates), equity discount rates and forward
P/E.
Capitalization of Earning Power - derives an indication of value through the capitalization of a single
measure of earning power (usually net operating profit after-tax, or NOPAT, which is derived from EBITDA
less capex, incremental net working capital and taxes) via a capitalization factor (or multiple). The
capitalization factor is derived from the subject’s weighted average cost of capital less an assumed ongoing
growth rate applicable to the earning power measure.
Net Asset Value Method - develops an indication of value from the subject’s balance sheet with assets and
liabilities marked-to-market to the extent such values can be discerned (or approximated). The NAV
method is constructed in the context of a going-concern (i.e., it is not a liquidation view). Also, the NAV
method is most appropriate for asset holding companies rather than operating companies. Nonetheless, a
fully developed valuation analysis should consider the method.
19. Core Earnings Analysis
Every company is unique;
however, an analysis of
historical and projected
results over the next few
years is critical to:
• Identify key trends
• Exclude unusual and
non-recurring items to
derive adjusted (or core)
earnings for each period
• Develop ongoing
earning power
Earning power represents a
base earning measure that
is representative through
the firm’s (or industry’s)
business cycle
19
Forecast Budget For the Fiscal Years Ended December 31
Core Earnings Analysis 2021 2020 2019 2018 2017 2016 2016 2015
Units 1,502 1,474 1,445 1,390 1,321 1,223 1,267 1,221
x Average Price $9.60 $9.65 $9.55 $9.50 $9.35 $9.20 $9.25 $9.00
Reported Revenue $14,419 $14,224 $13,800 $13,205 $12,351 $11,252 $11,720 $10,989
Adj (1) Acme Surcharge 0 0 (120) (150) (175) 0 0 0
Adjusted Revenue $14,419 $14,224 $13,680 $13,055 $12,176 $11,252 $11,720 $10,989
Reported Cost of Sales 9,286 9,160 8,846 8,438 7,670 7,145 7,395 6,868
Adj (2) None 0 0 0 0 0 0 0 0
Adjusted Cost of Sales 9,286 9,160 8,846 8,438 7,670 7,145 7,395 6,868
Adjusted Gross Profit 5,133 5,064 4,834 4,617 4,506 4,107 4,325 4,121
Reported Operating Expense 2,550 2,550 2,425 2,448 2,295 2,225 2,115 2,025
Adj (3) Facility Closure 0 0 0 (90) (15) 0 0 0
Adj (4) Litigation Expense 0 0 0 0 0 (35) 0 0
Adjusted Operating Expense 2,550 2,550 2,443 2,358 2,280 2,190 2,115 2,025
Adjusted Operating Income 2,583 2,514 2,391 2,259 2,226 1,917 2,210 2,096
Reported Other Inc/(Exp) (530) (530) (450) (410) (370) (360) (350) (345)
Adj (5) Loss/(Gain) on Asset Sale 0 0 (95) (75) 50 120 (20) 65
Adjusted Other Inc/(Exp) (530) (530) (545) (485) (320) (240) (370) (280)
Adjusted Pre-Tax Income $2,053 $1,984 $1,846 $1,774 $1,906 $1,677 $1,840 $1,816
+ Interest Expense 477 477 405 369 333 324 315 311
Adjusted EBIT 2,504 2,434 2,229 2,123 2,221 1,983 2,137 2,109
+ Depreciation & Amortization 720 710 690 660 620 560 590 550
Adjusted EBITDA $3,224 $3,144 $2,919 $2,783 $2,841 $2,543 $2,727 $2,659
Reported Capital Expenditures 790 780 760 730 680 620 640 600
Adjusted EBITDA less CapEx $2,434 $2,364 $2,159 $2,053 $2,161 $1,923 $2,087 $2,059
Adjusted EBIT Margin 17.4% 17.1% 16.3% 16.3% 18.2% 17.6% 18.2% 19.2%
Adjusted EBITDA Margin 22.4% 22.1% 21.3% 21.3% 23.3% 22.6% 23.3% 24.2%
Y/Y Revenue Growth 1.4% 4.0% 4.8% 7.2% 8.2% -4.0% 6.6%
Y/Y EBIT Growth 2.9% 9.2% 5.0% -4.4% 12.0% -7.2% 1.3%
Y/Y EBITDA Growth 2.5% 7.7% 4.9% -2.0% 11.7% -6.8% 2.6%
20. Balance Sheet Analysis
Although a fairness analysis
will focus on the price paid
and process employed to
cash-out minority
shareholders in a go-private
transaction, it is nonetheless
critical for the board, special
committee and their advisors
to have a full understanding
of the post-close balance
sheet—especially to the
extent significant leverage is
employed to finance a
transaction in which not all
minority shareholders are
cashed-out.
20
9/30/19 Adj Pro Forma
Cash 50 (25) 25 $500M Revolver / Drawn 275
Accounts Receivable 124 124 Term Loan B 300
Inventories 114 114 6.75% Unsecured Notes 557
Other Current Assets 30 30 Excess Cash 25
Net Fixed Assets 1,575 1,575 $1,157
TOTAL ASSETS $1,893 ($25) $1,868
Existing Drawn Revolver 275
Accounts Payable 104 104 Tender for 9.25% Notes 582
Other Current (ex-CMLTD) 255 255 Share Repurchase 300
Revolving Credit Facility 275 0 275 $1,157
Term Loan B 0 300 300
Project Financing 125 125
Capital Leases 24 24 Enterprise Value / EBITDA 9.5x
Total Senior Secured Debt 424 724 Pro Forma EV / EBITDA 9.3x
5.50% Sr. Notes due 2021 582 (582) 0
6.75% Sr. Notes due 2029 0 557 557 Total Debt / EBITDA 3.7x
Total Senior Unsecured Debt 582 557 Pro Forma Debt / EBITDA 4.7x
Total Debt 1,006 1,281
Total Liabilities 1,365 275 1,640 EBITDA / Interest Expense 5.8x
Equity 528 (300) 228 Pro Forma EBITDA / Int Exp 3.9x
TOTAL LIABILITIES & EQUITY $1,893 ($25) $1,868
Sources
Uses
Multiples
21. Historical Price - Volume Analysis
21
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
Daily Volume ABCH Common Share Price
YTD 1 Yr 3 Yr 5 Yr 10 Yr
ABCH -25% -30% -5% 15% 38%
Industry Index 12% 5% 21% 76% 152%
11/19/19 1 Yr 3 Yr 5 Yr 10 Yr
ABCH 10.2x 11.3x 14.2x 14.5x 13.9x
Industry Index 14.1x 14.4x 19.8x 17.9x 16.7x
11/19/19 1 Yr 3 Yr 5 Yr 10 Yr
ABCH 6.2x 6.9x 8.0x 8.2x 7.7x
Industry Index 10.2x 10.6x 11.9x 12.2x 11.7x
Median Price / Earnings (Trailing 4 Quarters)
Median Enterprise Value / EBITDA
Total Return (Price + Dividends)
22. Market Premium Analysis
22
Close
Date Target Buyer
Enterprise
Value ($M)
1-day
Prem
1-wk
Prem
1-Mon
Prem
Jun-11 America Service Group Inc. (NasdaqGS: ASGR) Valitas Health Services, Inc. 250 49% 48% 51%
Jan-12 HealthSpring Inc. (NYSE:HS) Cigna Corporation (NYSE:CI) 3,860 37% 40% 57%
May-12 Access Plans, Inc. (OTCBB:APNC) Affinity Insurance Services, Inc. 69 18% 20% 24%
Dec-12 AMERIGROUP Corporation (NYSE:AGP) Anthem, Inc. (NYSE:ANTM) 4,626 43% 41% 47%
May-13 Coventry Health Care Inc. (NYSE:CVH) Aetna Inc. (NYSE:AET) 5,727 20% 30% 31%
Feb-15 Protective Life Corp Dai-ichi Life Ins Co, Ltd 5,580 20% 35% 37%
Mar-16 Health Net, Inc. (NYSE:HNT) Centene Corp (NYSE:CNC) 6,282 21% 21% 28%
Mar-16 StanCorp Financial Group Inc. (NYSE:SFG) Meiji Yasuda Life Ins Co 5,006 48% 47% 46%
Apr-17 Universal American Corp. (NYSE:UAM) WellCare (NYSE:WCG) 600 12% 27% 32%
Nov-17 Fidelity & Guaranty Life CF Corp / FGL US Holdings 1,835 8% 11% 11%
Transaction Statistics
Maximum $6,282 49% 48% 57%
Median $4,243 21% 32% 34%
Average $3,383 28% 32% 36%
Minimum $69 8% 11% 11%
Indicated Value Per Share 1-Day 1-Week 1-Month
Median Premium Paid (per above) 21% 32% 34%
ABCH Volume Weighted Price $4.90 $4.85 $5.28
Indicated Value Per Share $5.91 $6.42 $7.09
24. Fairness
24
A board’s fiduciary duty to shareholders is encapsulated by three mandates:
• Act in good faith;
• Duty of care (informed decision making); and,
• Duty of loyalty (no self-dealing; conflicts disclosed).
Directors are generally shielded from courts second guessing their decisions by the Business
Judgement Rule provided there is no breach of duty to shareholders. The presumption is that
non-conflicted directors made an informed decision in good faith. As a result the burden of
proof that a transaction is not fair and/or there was a breach of duty resides with the plaintiffs.
However, the burden of proof shifts to the directors if it is determined there was a breach of
duty. If so, the decision will be judged based upon the Entire Fairness Standard—i.e., fair price
and fair dealing.
25. Fairness
25
Fairness as an adjective means what is just, equitable, legitimate and consistent with rules
and standards. As it relates to transactions, fairness is like valuation in that it is a range
concept: transactions may not be fair, a close call, fair or very fair.
Fair price, whether viewed from the perspective of the Business Judgement Rule or Entire
Fairness Standard, addresses the economics of a transaction. Fair dealing examines the
process, examining such issues as:
• Who initiated the transaction?
• Who negotiated the transaction?
• What alternatives did the board consider?
• If shopped, who did the shopping?
• Did the board or special committee hire counsel and a financial advisor?
• What efforts were taken to improve any offer(s)?
• Did the board/committee have sufficient time to review the information?
• Are there agreements that might be seen as shifting value from shareholders
to management and directors (e.g., new/richer employment agreements)
26. Fairness
26
In order to avoid an actual or perceived breach of loyalty, boards are usually advised to form
a special committee of disinterested and independent directors to negotiate a transaction.
In this context, disinterested means no interest in the transaction, or the same as the
minority shareholders. Independent references no relationship with an interested party to
the transaction that could impact the directors’ decision making (e.g., familial relationships,
past business ties, etc.).
The committee should be free of influence from conflicted board members and/or
management and have free reign to hire independent counsel and financial advisors.
Support that a transaction meets the entire fairness standard also is provided if an informed
majority of the minority shareholders approve the transaction without any coercion (e.g.,
threat by a controlling shareholder to cease making dividend payments).
Fairness is subjective, but a good defense is a transaction that provides for consideration to
be paid that is demonstrably fair.
27. Procedures Followed by the Board Resulted in …..
Process Timeline
27
Significant but non-
control shareholder
proposes to the
ABCH board to take
the company private
Nov 2018
Special committee
hires counsel and
financial advisor
Dec 2018
Shareholder ups his
offer; special
committee accepts
and recommends to
shareholders to
tender shares
Feb 2019
Threshold ownership
reached; backend
merger occurs,
cashing out
remaining
shareholders
Apr 2019
Nov 2018
Board establishes
and empowers a
special committee
to negotiate a
transaction and
explore alternatives
Dec ‘18 – Feb ‘19
Alternative
transactions are
pursued while
negotiations
continue with
the shareholder
Mar 2019
Tender offer
commences
28. Range of Value
28
$30.00 $32.50 $35.00 $37.50 $40.00 $42.50 $45.00 $47.50 $50.00 $52.50 $55.00 $57.50
$15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0 $55.0 $60.0 $65.0 $70.0
Final Offer
Initial Offer
5-Day Avg Price
20-Day Avg Price
DCF (Independent)
DCF (Sell in Yr 3)
Public Comps
M&A Comps
Capitalized NOPAT
Net Asset Value
Equity Value (in millions)
Price / Share $30.00 $32.50 $35.00 $37.50 $40.00 $42.50 $45.00 $47.50 $50.00 $52.50 $55.00 $57.50
Price / Core EPS $2.85 10.5x 11.4x 12.3x 13.2x 14.0x 14.9x 15.8x 16.7x 17.5x 18.4x 19.3x 20.2x
Enterprise Value ($M) $36 $38 $40 $41 $43 $45 $47 $48 $50 $52 $54 $55
EV / EBITDA $4.2 8.6x 9.0x 9.4x 9.8x 10.2x 10.7x 11.1x 11.5x 11.9x 12.3x 12.7x 13.2x
EV / Revenue $18.0 2.0x 2.1x 2.2x 2.3x 2.4x 2.5x 2.6x 2.7x 2.8x 2.9x 3.0x 3.1x
30. Growth and Margin Perspective
30
5-Year 3-Year 1-Year 2019 1-Year 3-Year 5-Year
Revenue 5.4% 4.7% 4.4% $13,680 3.8% 4.5% 5.7%
Pretax Income 9.4% 7.9% 6.3% $1,846 4.2% 5.3% 6.7%
EBIT 10.9% 8.3% 7.2% $2,229 4.8% 6.1% 7.4%
EBITDA 11.4% 9.1% 7.5% $2,919 4.9% 6.3% 7.6%
EBITDA - CapEx 3.3% 0.0% -5.0% $2,159 5.0% 5.9% 7.2%
Rev / Subscription 0.8% 0.4% 0.1% $9.50 -0.2% 0.0% 1.0%
Subscriptions 5.0% 4.5% 4.3% 1,445 4.0% 4.5% 5.0%
5-Year 3-Year 1-Year 2019 1-Year 3-Year 5-Year
Gross Margin 30.4% 29.8% 29.0% 29.0% 28.6% 29.2% 29.5%
EBITDA Margin 24.7% 24.5% 23.4% 23.4% 23.1% 23.2% 23.7%
EBITDA - CapEx 20.3% 19.7% 19.4% 19.4% 18.3% 18.6% 19.1%
EBIT 21.4% 20.9% 20.3% 20.3% 18.8% 19.2% 19.7%
Historical Growth Rates Projected Growth Rates
Historical Average Margins Projected Average Margins
This table is inserted in this presentation because the outlook for growth and margin can be a
source of contention when examining fair value, and having a summary facilitates comparison
of the history vs projection
31. Jeff K. Davis, CFA
31
Managing Director – Financial Institutions Group (FIG) at Mercer Capital
Provides financial advisory services primarily related to the valuation of
privately held equity and debt issued by financial services companies and
M&A advisory and representation
S&P Global Market Intelligence (previously SNL Financial) contributor
“Nashville Notes”
Previously a sell-side analyst covering commercial banks and specialty
finance companies for Guggenheim Partners, FTN Financial and J.C.
Bradford & Co.
FINRA registered rep with StillPoint Capital (CRD #4007205; Series 7, 63
and 79)
Rhodes College (BA); Vanderbilt University (MBA)
Jeff K. Davis, CFA
jeffdavis@mercercapital.com
615.345.0350 (O)
615.767.9490 (M)