DCF Based Has — Gets Analysis Clause Samples

DCF Based Has — Gets Analysis. The DCF based has/gets analysis illustrated a comparison of the standalone implied per share equity value range for Diamond S indicated by its discounted cash flow analysis, before giving effect to the merger and the payment of the CSMC termination payment (the “Standalone Company DCF Share Value”), with the implied per share equity value range for the pro forma INSW adjusted by the exchange ratio and after giving effect to the consummation of the merger, including the Synergy Estimates, payment of the CSMC termination payment and the INSW special dividend and certain other pro forma effects of the merger reviewed with Diamond S (the “Pro Forma Company DCF Share Value”). The financial data for Diamond S and INSW was based on financial forecasts and other information and data provided by Diamond S and INSW, including the Diamond S Projections and the INSW Projections. For the pro forma discounted cash flow analysis, Moelis used a discount rate of 6.50% to 10.75% and a terminal multiple range of 4.50x to 5.75▇. ▇▇▇▇▇▇ noted that the range indicated by its discounted cash flow analysis for the Standalone Company DCF Share Value was $5.23 to $10.52 and the range indicated by its discounted cash flow analysis for the Pro Forma Company DCF Share Value was $8.13 to $14.59. ▇▇▇▇▇▇ then noted that the illustrative accretion relative (x) to the high end of the range for the Standalone Company DCF Share Value that is implied by the high end of the range for the Pro Forma Company DCF Share Value was 38.7% and (y) to the low end of the range for the Standalone Company DCF Share Value that is implied by the low end of the range for the Pro Forma Company DCF Share Value was 55.5%.