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M&A Blog #16 – valuation (Discounted Cash Flow)

Francine Way

As I mentioned in my last post, Discounted Cash Flow (DCF) is a valuation method that uses free cash flow projections, a discount rate, and a growth rate to find the present value estimate of a potential investment. It is worth noting that each step can justifiably warrant an entire post in itself.

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Delaware Supreme Court Affirms Delaware Court Of Chancery's Use Of Its Own DCF Method To Determine Fair Value After Controller-Directed Cash-Out Merger

Shearman & Sterling

On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. ("ISN") in an appraisal action brought by minority stockholders following the cash-out merger of ISN with its wholly-owned subsidiary, at the direction of its controlling stockholder.

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Delaware Supreme Court Reverses And Remands Dell MBO Appraisal Decision, Finding The Trial Court Erroneously Disregarded The Deal Price

Shearman & Sterling

On December 14, 2017, the Delaware Supreme Court, in an opinion by Justice Karen L. After a trial, the Court of Chancery had disregarded the deal price and instead applied its own discounted cash flow ("DCF") analysis, arriving at a valuation of $17.62 per share significantly undervalued the stock of Dell.

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Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To Be Well Below Deal Price

Shearman & Sterling

On July 21, 2017, Vice Chancellor J. July 21, 2017). Noting that the appraisal statute requires the exclusion of "any synergies present in the deal price," the Court evaluated the competing discounted cash flow ("DCF") analyses offered by the parties and adopted the $2.13 ACP Master, Ltd.,

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Delaware Supreme Court Reverses And Remands Dell MBO Appraisal Decision, Finding The Trial Court Erroneously Disregarded The Deal Price

Shearman & Sterling

On December 14, 2017, the Delaware Supreme Court, in an opinion by Justice Karen L. After a trial, the Court of Chancery had disregarded the deal price and instead applied its own discounted cash flow ("DCF") analysis, arriving at a valuation of $17.62 per share significantly undervalued the stock of Dell.

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Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To Be Well Below Deal Price

Shearman & Sterling

On July 21, 2017, Vice Chancellor J. July 21, 2017). Noting that the appraisal statute requires the exclusion of "any synergies present in the deal price," the Court evaluated the competing discounted cash flow ("DCF") analyses offered by the parties and adopted the $2.13 ACP Master, Ltd.,

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What is Cash Flow from Operations (CFO)?

Peak Frameworks

This can lead to discrepancies between net income and actual cash flow, as we'll see in a later section. For example, Amazon's net income in 2017 was a small fraction of its operational cash flow due to significant non-cash expenses.