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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. The major steps of DCF are: Identify extraordinary, unusual, non-recurring items from the target’s 10-Ks and 10-Qs.

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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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What is Cash Flow from Operations (CFO)?

Peak Frameworks

For example, Amazon's net income in 2017 was a small fraction of its operational cash flow due to significant non-cash expenses. Cash Flow from Operations in Valuation Models Valuation models such as the Discounted Cash Flow (DCF) model use CFO as a key input.

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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 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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Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

Cooley M&A

In a string of seminal decisions from 2017 through 2019 ( DFC Global , Dell and Aruba ), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value. took private in 2017 for $315/share.