Common use of Discounted Cash Flow Analysis Clause in Contracts

Discounted Cash Flow Analysis. Centerview performed discounted cash flow analyses of Era and Bristow based upon the Era Forecasts and the Bristow Forecasts, respectively. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the ‘‘present value’’ of estimated future cash flows of the asset. ‘‘Present value’’ refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Era Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax free cash flows that Era was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Era Forecasts. Era’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales. The calculation of unlevered, after-tax free cash flows and the assumptions underlying them are described in the section entitled ‘‘Certain Unaudited Prospective Financial Information-Certain Era Unaudited Prospective Financial Information’’. The terminal value of Era at the end of the forecast period was estimated by using a range of exit multiples of 6.5x to 8.0x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Era Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 11.75% to 13.00% (reflecting Centerview’s analysis of Era’s weighted average cost of capital using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Era of $237 million to $292 million and a per share value of $11.14 to $13.70 as of December 31, 2019. Bristow Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax free cash flows that Bristow was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Bristow Forecasts. Bristow’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures, pension obligation payments and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales and other. The terminal value of Bristow at the end of the forecast period was estimated by using a range of exit multiples of 7.0x to 8.5x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Bristow Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 10.50% to 11.75% (reflecting Centerview’s analysis of Bristow’s weighted average cost of capital using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Bristow of $921 million to $1,169 million as of December 31, 2019. Based upon the foregoing implied equity value ranges for Era and Bristow, Centerview then calculated a range of implied pro forma equity ownership percentages for Era’s stockholders in the combined company. For purposes of this calculation, Centerview assumed that the implied equity value of the combined company was the sum of the implied equity values of Era and Bristow. Centerview calculated the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. The analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 17% to 24%.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement, Merger Agreement

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Discounted Cash Flow Analysis. Centerview TD Securities performed discounted cash flow analyses of Era and Bristow based upon the Era Forecasts and the Bristow Forecasts, respectively. A discounted cash flow a net present value analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the (‘‘present value’’ of estimated future cash flows NPV’’) on the assets that are the subject of the assetTransaction, which estimates the present value of projected future free cash flows. ‘‘Present value’’ refers to The NPV methodology reflects the computed current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Era Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax assets based on projected free cash flows that Era was forecasted expected to generate during be generated from the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Era Forecasts. Era’s unlevered, after-tax assets with consideration for inherent risks of those free cash flows were calculated such as (i) adjusted non-GAAP earnings before interest the amount, timing and taxes, less (ii) taxes, capital expenditures and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset salesrelative certainty. The calculation of unlevered, after-tax free cash flows and the NPV approach requires that certain assumptions underlying them are described in the section entitled ‘‘Certain Unaudited Prospective Financial Information-Certain Era Unaudited Prospective Financial Information’’. The terminal value of Era at the end of the forecast period was estimated by using a range of exit multiples of 6.5x to 8.0x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into accountbe made regarding, among other things, future free cash flows, discount rates and terminal values. The possibility that some of the Era Forecasts and considerations discussed assumptions will prove to be inaccurate is one factor involved in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted determination of discount rates to present value as of December 31, 2019, using be used in establishing a range of discount values. Discount rates of 11.75% to 13.00% (reflecting Centerview’s were based on an analysis of Era’s weighted average the cost of capital using equity and debt and other factors, in accordance with the Capital Asset Pricing Model (‘‘CAPM’’). TD Securities’ NPV analysis involved discounting to a present value the projected unlevered free cash flows of the assets from January 1, 2018 until December 31, 2059 utilizing an appropriate cost of capital as the discount rate. TD Securities analyzed the assets by reviewing financial forecasts prepared by management, discussing these forecasts with management, and gathering and assessing other relevant publicly available information. TD Securities considered the unlevered free cash flow from the unexpanded Trans Mountain system that assumed that Trans Mountain continued its existing operations at 100% utilization and earned a regulated rate of return. ‘‘Unlevered free cash flow’’ is the cash flow available to the Company assuming the Company is without debt and has no interest expense. Unlevered free cash flow assumes that the Company funds its obligations without debt and there is no tax benefit from interest expense. It is generally calculated by taking EBITDA (earnings before interest expense, taxes, depreciation and amortization) minus implied cash taxes and capital expenditures. The value of the Trans Mountain system also included incremental free cash flow generated from the lease of Trans Mountain owned tanks at the Edmonton Terminal to an affiliate in the Terminal business (which would become cash flow from a third party following a Transaction). TD Securities also considered the incremental unlevered free cash flow generated by the TMEP upon completion of the expansion project from currently contracted transportation capacity and utilization of spot transportation capacity. TD Securities considered the following three scenarios: (1) a base line scenario where TMEP does not proceed, (2) a scenario which assumes the completion of TMEP based on considerations that Centerview deemed relevant in Centerview’s professional judgment capital costs of CDN$8.4 billion and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Era of $237 million to $292 million and a per share value of $11.14 to $13.70 as in-service date of December 31, 2019. Bristow Centerview calculated 2020 and (3) a scenario which assumes the estimated present value, as completion of TMEP based on capital costs of CDN$9.3 billion and an in-service date of December 31, 20192021. The discount rates used in these scenarios varied from 5% to 11%. Trans Mountain Discounted Cash Flow Value | Base Pipeline, of the unlevered, after-tax free cash flows that Bristow was forecasted to generate during the year ending December No TMEP 2018 2019 2020 2021 2022 0000 0000 0000 2030 2040 2050 2059 All figures in C$mm unless otherwise noted Contracted Period Fee For Service Base Trans Mountain EBITDA $ 121 $ 207 $ 202 $ 197 $ 197 $ 195 $ 196 $ 196 $ 191 $ 164 $ 166 $ 186 Interest Expense . . . . . . . . . . . . . . . . — — — — — — — — — — — — Cash Taxes $ (24) $ (41) $ (41) $ (35) $ (36) $ (36) $ (37) $ (38) $ (38) $ (32) $ (44 ) $ (50) Sustaining Capex $ (25) $ (45) $ (28) $ (29) $ (35) $ (31) $ (30) $ (31) $ (36) $ (48) $ (64 ) $ (84) Distributable Cash Flow $ 72 $ 121 $ 132 $ 134 $ 126 $ 128 $ 129 $ 127 $ 117 $ 84 $ 57 $ 53 Unlevered Free Cash Flow (After Equity / Debt) $ 72 $ 149 $ 161 $ 162 $ 129 $ 128 $ 129 $ 127 $ 117 $ 84 $ 57 $ 53 Discount Rate . . . . . . . . . . . . . . . . . . 6.0% Base Trans Mountain Net Present Value . . . $1,762 Salvage Value . . . . . . . . . . . . . . . . . . . $ 250 Base Trans Mountain Value (incl. Salvage) . . $2,012 Equity Schedule (incl. Debt Repayments) Opening Project Equity $2,012 $2,012 $1,983 $1,955 $1,926 $1,924 $1,924 $1,924 $1,924 $1,924 $1,924 $1,924 Growth Capex Funded with Equity . . . . . . — $ (29) $ (29) $ (29) $ (2) — — — — — — — Ending Balance $2,012 $1,983 $1,955 $1,926 $1,924 $1,924 $1,924 $1,924 $1,924 $1,924 $1,924 $1,924 Enterprise Value / EBITDA x 9.6x 9.7x 9.8x 9.8x 9.9x 9.8x 9.8x 10.1x 11.7x 11.6x 10.3x Notes: Assumes a May 31, 2020 through the year ending December 31, 2024 based upon the Bristow Forecasts. Bristow’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures, pension obligation payments and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales and other. The terminal value of Bristow at the end of the forecast period was estimated by using a range of exit multiples of 7.0x to 8.5x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Bristow Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 10.50% to 11.75% (reflecting Centerview’s analysis of Bristow’s weighted average cost of capital using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Bristow of $921 million to $1,169 million as of December 31, 2019. Based upon the foregoing implied equity value ranges for Era and Bristow, Centerview then calculated a range of implied pro forma equity ownership percentages for Era’s stockholders in the combined company. For purposes of this calculation, Centerview assumed that the implied equity value of the combined company was the sum of the implied equity values of Era and Bristow. Centerview calculated the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. The analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 17% to 24%2018 effective date.

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Samples: robynallan.com

Discounted Cash Flow Analysis. Centerview Janney performed a discounted cash flow analyses analysis to derive an implied enterprise value range of Era and Bristow based upon the Era Forecasts and the Bristow Forecasts, respectivelyAcquired Business. A discounted cash flow analysis is designed to provide an implied value of a traditional valuation methodology used to derive a valuation of an asset company by calculating the present value of estimated future unlevered free cash flows and terminal value of the company. The ‘‘present valueunlevered free cash flows’’ or ‘‘free cash flows’’ refer to a calculation of estimated the future cash flows of the assetan asset without including, in such calculation, any debt-servicing costs. ‘‘Present value’’ refers to the current The present value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of riskterminal value, the opportunity cost of capital, expected returns and other appropriate factors. Era Centerview calculated representing the estimated present value, as value of December 31, 2019, of the unlevered, after-tax unlevered free cash flows that Era was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Era Forecasts. Era’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales. The calculation of unlevered, after-tax free cash flows and the assumptions underlying them are described in the section entitled ‘‘Certain Unaudited Prospective Financial Information-Certain Era Unaudited Prospective Financial Information’’. The terminal value of Era at beyond the end of the forecast period was estimated period, is added to arrive at a total aggregate value. Outstanding debt and preferred equity is subtracted and outstanding cash is added to arrive at an equity value. Janney utilized the financial projections and estimates regarding the Acquired Business in the Acquired Business Forecasts as prepared by using Remington management and utilizing growth assumptions for Ashford Trust and Braemar Hotel & Resorts that the Company management provided and believed were reasonable, to perform a discounted cash flow analysis of the Acquired Business. The projections and estimates supplied to and utilized by Janney are summarized below under ‘‘—Projected Financial Information.’’ In conducting this analysis, Janney assumed at the direction of the Company that the Acquired Business would perform in accordance with these projections and estimates. Janney performed an analysis of the present value of the unlevered free cash flows that Xxxxxxxxx’s management projected the Acquired Business would generate for the fiscal years 2019 through 2023. Janney analyzed the historical revenue growth and operating margins of the Acquired Business and determined the management estimates referenced in the Projected Financial Information were reasonable. Janney utilized illustrative terminal values in the year 2023 based on an EV/EBITDA exit multiple range of exit multiples of 6.5x 12.0x to 8.0x NTM Adjusted EBITDA14.0x. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, Xxxxxx discounted the Era Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, projected for the specified period using a range of discount rates of 11.75ranging from 11.5% to 13.00% (12.5%, reflecting Centerview’s analysis estimates of Erathe Acquired Business’s weighted average cost of capital using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Era of $237 million to $292 million and a per share value of $11.14 to $13.70 as of December 31, 2019. Bristow Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax free cash flows that Bristow was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Bristow Forecasts. Bristow’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures, pension obligation payments and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales and other. The terminal value of Bristow at the end of the forecast period was estimated by using a range of exit multiples of 7.0x to 8.5x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Bristow Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 10.50% to 11.75% (reflecting Centerview’s analysis of Bristow’s weighted average cost of capital using the Capital Asset Pricing Model and was estimated assuming a cost of equity based on considerations that Centerview deemed relevant a capital asset pricing model based on the leverage and betas of the selected public companies and the cost of debt based on discussions with the Acquired Business’s management. Using a discount rate of 11.5% to 12.5% and an EV/EBITDA terminal multiple of 12.0x to 14.0x, this analysis resulted in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity enterprise value range for Bristow the Acquired Business of $921 million 359.1 to $1,169 million as of December 31, 2019. Based upon the foregoing implied equity value ranges for Era and Bristow, Centerview then calculated a range of implied pro forma equity ownership percentages for Era’s stockholders in the combined company. For purposes of this calculation, Centerview assumed that the implied equity value of the combined company was the sum of the implied equity values of Era and Bristow. Centerview calculated the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. The analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 17% to 24%420.6 million.

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Samples: Your Vote Is Very Important

Discounted Cash Flow Analysis. Centerview MPI also performed discounted cash flow analyses of Era and Bristow based upon the Era Forecasts and the Bristow Forecasts, respectively. A a discounted cash flow analysis is to determine the present value of MOR’s projected cash flows and determine a traditional valuation methodology used to derive a valuation of an asset by calculating the ‘‘present value’’ range of estimated enterprise values for the company. Management provided information to estimate a breakdown of future performance by operating segment (cannabis and life sciences) for the 2020-2025 fiscal years, which also included information necessary to determine the after-tax, unlevered cash flows of each segment. Given the assetcompany’s pre-revenue nature and its relatively untested market strategy, there is a significant level of execution risk inherent in MOR’s forecasts. ‘‘Present value’’ refers Consequently, MPI’s analysis of MOR considered certain market-based assumptions for profitability. Specifically, in its analysis of MOR, MPI reduced projected EBITDA margins to 14% in FY2023 to be in line with current market levels observed among the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, MOR Guideline Companies. MPI also utilized FY2023 as the opportunity cost of capital, expected returns and other appropriate factors. Era Centerview calculated the estimated present value, as of December 31, 2019, terminal period of the unleveredcompany’s forecast with the view that operations beyond that point were significantly more subject to speculation. With these adjustments in mind, after-tax, unlevered cash flow was computed by reducing projected EBIT by MOR’s estimated tax free cash flows that Era was forecasted to generate during the year ending December 31rate, 2020 through the year ending December 31expected changes in working capital, 2024 based upon the Era Forecasts. Era’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures and increase adding back projected depreciation and amortization. MPI also contemplated the differences in net working capitalMOR’s operating segments as it pertains to pricing structures, plus (iii) depreciation & amortization customer base, expected customer commitments, market trends, growth, overall risk, and net proceeds from asset salesother factors. The calculation of unleveredIn performing this analysis, after-tax free cash flows and the assumptions underlying them are described in the section entitled ‘‘Certain Unaudited Prospective Financial Information-Certain Era Unaudited Prospective Financial Information’’. The terminal value of Era at the end of the forecast period was estimated by using a range of exit multiples of 6.5x to 8.0x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Era Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of MPI utilized discount rates of 11.75for the cannabis and life sciences segments that ranged from 23% to 13.0027% (reflecting Centerview’s analysis of Era’s and 19% to 23%, respectively. MPI determined these discount rates based on the estimated weighted average cost of capital using analysis for each segment of MOR and applied the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Era of $237 million rates to $292 million and a per share value of $11.14 to $13.70 as of December 31, 2019. Bristow Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax tax, unlevered free cash flows that Bristow was forecasted to generate during the year ending December 31of each segment. Next, 2020 through the year ending December 31, 2024 based upon the Bristow Forecasts. Bristow’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures, pension obligation payments and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales and other. The MPI utilized terminal value of Bristow at the end of the forecast period was estimated by using a range of exit multiples of 7.0x EBITDA for the cannabis and life sciences segments ranging from 11.0x to 8.5x NTM Adjusted EBITDA15.0x. The range of exit multiples was estimated selected by Centerview utilizing MPI in its professional judgment and experience, taking into account, based upon the enterprise value to EBITDA ratios observed among other things, the Bristow Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ sectionMOR Guideline Companies. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 10.50% to 11.75% (reflecting CenterviewBased upon MPI’s analysis of BristowMOR’s weighted average cost projected after-tax, unlevered cash flows, bifurcated by operating segment and incorporating the variables as described herein, the implied enterprise values of capital using the Capital Asset Pricing Model MOR’s cannabis and based on considerations that Centerview deemed relevant in Centerview’s professional judgment life sciences segments were $6.1 million to $15.3 million and experience$20.6 million to $38.0 million, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia)respectively. Based upon this analysis, Centerview calculated an implied equity The described analysis indicated total a concluded enterprise value range for Bristow MOR of $921 26.7 million to $1,169 million as of December 31, 2019. Based upon the foregoing implied equity value ranges for Era and Bristow, Centerview then calculated a range of implied pro forma equity ownership percentages for Era’s stockholders in the combined company. For purposes of this calculation, Centerview assumed that the implied equity value of the combined company was the sum of the implied equity values of Era and Bristow. Centerview calculated the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. The analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 17% to 24%53.3 million.

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Samples: Merger Agreement

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Discounted Cash Flow Analysis. Centerview In order to estimate the present value of our common stock for the KMI Status Quo Scenario as compared to the present value of KMI common stock for the KMI Pro Forma Scenario, Barclays Capital performed a discounted cash flow analyses of Era and Bristow based upon the Era Forecasts and the Bristow Forecasts, respectivelyanalysis. A discounted cash flow analysis is a traditional valuation methodology used to derive a the valuation of an asset by calculating the ‘‘present value’’ of estimated future cash flows of the an asset. ‘‘Present value’’ refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Era Centerview calculated To calculate the estimated present value, as implied per share value of December 31, 2019, our common stock using the discounted cash flow method for each of the unleveredKMI Status Quo Scenario and the KMI Pro Forma Scenario, after-tax free cash flows that Era was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Era Forecasts. Era’s unlevered, after-tax free cash flows were calculated as Barclays Capital added: (i) adjusted non-GAAP earnings before interest and taxesthe forecasted dividends per share for calendar years 2015 through 2019, less based on distributed cash flow projections of KMI furnished to Barclays Capital by KMI management to (ii) taxes, capital expenditures and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales. The calculation of unlevered, after-tax free cash flows and the assumptions underlying them are described in the section entitled ‘‘Certain Unaudited Prospective Financial Information-Certain Era Unaudited Prospective Financial Information’’terminal value’’ of the forecasted dividend per share at the end of calendar year 2019, based on guidance from KMI management, and discounted the sum of such amounts to January 1, 2015 using a range of assumed yield and indicative growth rates (as further described below). The terminal value of Era at for the end of the forecast period KMI Status Quo Scenario was estimated by using applying a range of exit multiples assumed yields of 6.5x to 8.0x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Era Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 11.754.50% to 13.005.25% (reflecting Centerviewto KMI’s analysis of Era’s weighted average cost of capital using the Capital Asset Pricing Model and forecasted calendar year 2020 dividend per share. These assumed yields were selected based on considerations that Centerview deemed relevant in CenterviewBarclays Capital’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Era historical trading levels of $237 million to $292 million and a per share value of $11.14 to $13.70 as of December 31, 2019. Bristow Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax free cash flows that Bristow was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Bristow Forecasts. Bristow’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures, pension obligation payments and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales and other. The terminal value of Bristow at the end of the forecast period was estimated by using a range of exit multiples of 7.0x to 8.5x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Bristow Forecasts and considerations discussed in the ‘‘Selected Trading Multiples Analysis’’ sectionour common stock. The cash flows and terminal values for the KMI Status Quo Scenario were then discounted to present value as of December 31January 1, 2019, 2015 using a range of discount assumed yield and indicative growth rates of 10.50ranging from 11.50% to 11.75% (reflecting Centerview’s analysis of Bristow’s weighted average cost of capital using the Capital Asset Pricing Model and 14.50%, which were selected based on considerations that Centerview deemed relevant in Centerviewestimates of assumed dividend yields added to estimates of indicative growth rates (based on Barclays Capital’s professional judgment and experience, taking into account certain metrics including yields projected compounded annual growth rates for U.S. treasury notes, market risk dividends as estimated by equity research analysts who cover KMI and size premiaas estimated by KMI management). Based upon this analysison these calculations, Centerview calculated Barclays Capital determined an implied equity value reference range of per share values of our common stock for Bristow the KMI Status Quo Scenario of $921 million 32.50 to $1,169 million as of December 3139.00. Similarly, 2019. Based upon the foregoing implied equity terminal value ranges for Era and Bristow, Centerview then calculated the KMI Pro Forma Scenario was estimated by applying a range of assumed yields of 3.75% to 4.50% to KMI’s forecasted calendar year 2020 dividend per share. These assumed yields were selected based on Barclays Capital’s professional judgment and experience, taking into account dividend yields and estimated dividend growth rates of comparable large-capitalization, dividend-paying companies and MLPs. The cash flows for the KMI Pro Forma Scenario were then discounted to January 1, 2015 using assumed yield and indicative growth rates ranging from 13.75% to 14.50%, which were selected based on estimates of assumed dividend yields added to estimates of indicative growth rates (based on Barclays Capital’s professional judgment and experience, taking into account dividend yields and estimated dividend growth rates of comparable large-capitalization, dividend-paying companies and MLPs). Based on these calculations, Barclays Capital determined an implied pro forma equity ownership percentages reference range of per share values of KMI common stock for Era’s stockholders in the combined companyKMI Pro Forma Scenario of $45.00 to $53.50. For purposes of this calculation, Centerview assumed that Barclays Capital then compared the implied equity value per share values for the KMI Status Quo Scenario with the implied per share values for the KMI Pro Forma Scenario. Barclays Capital noted that, on the basis of the combined company was the sum of discounted cash flow analysis and such comparison, the implied equity per share values for the KMI Pro Forma Scenario were above the implied per share values of Era and Bristow. Centerview calculated KMI common stock for the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. The analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 17% to 24%KMI Status Quo Scenario.

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Samples: citeseerx.ist.psu.edu

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