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Value of Transaction ($ mil): Total value of consideration paid by the acquiror, excluding fees and expenses.

The dollar value i

Rank Value of Transaction: Rank value is calculated by subtracting the value of any liabilities assumed in a transaction from th 1. Target is either public or a non-public company for which complete balance sheet information is available. 2. The acquiror is attempting to acquire 100% of the target from a currently held percentage of less than 50%. 3. The deal value is disclosed. 4. The target is NOT a bank, securities brokerage firm, credit institution, insurance company, or leasing company.

Enterprise Value at Announcement Date: The enterprise value of a transaction is calculated by multiplying the number of targe

Transaction Value Common Stock (at announcement) Common Stock Equivalents Preferred Stock (part of 100% acquisition) Debt Options Assets Warrants Stake Purchases Liabilities Assumed

Rank Value Transaction Value Less: Liabilities assumed Plus: Target Net Debt Net Debt: Straight Debt Plus: Short-Term Debt Plus: Preferred Equity Less: Cash & Marketable Securities

Enterprise Value Shares Out * Offer Price Plus: Convertible Securities Plus: Short-Term Debt Plus: Straight Debt Plus: Preferred Equity Less: Cash & Marketable Securities

Analysis Analysis Analysis Types of liabilities might include operating related liabilities that we would if disclosed sinceNot from require shares outstanding Good for private companies not normally include goodfinance/valuation perspect doesn't for private companies, eve Potentially good if minority purchase, investment or for majority stakes, will provide actual amountto check numbers if for %agep Good squeeze-out since but could easily be filtered as SDC by filtering minority Need in opposed to 100% For plain vanilla deals, should equal Rank Value Makes weird, non-transparent adjustment for Doesn't seem to acquisitions diluted less than 100% incorporate Read this note on Trx Value: Seems to exclude cash; thus download cash and subtract => this may seem like an extra step, just use Rank Value! BUT (and FIRST CHOICE THIRD CHOICE SECOND CHOICE

FINAL ANSWER: Recalculate and spread every number that SDC gives you! SDC is used as a source of deals announced bu

penses. The dollar value includes the amount paid for all common stock, common stock equivalents, preferred stock, debt, options, assets,

ed in a transaction from the transaction value and by adding the targets net debt ($mil). Net debt is Straight Debt plus Short-Term Debt plus

ng company.

plying the number of target actual shares outstanding from the most recent source available by the offer price and then by adding the cost t

ut * Offer Price vertible Securities rt-Term Debt

h & Marketable Securities

for private companies, even if total equity value provided heck numbers if minority purchase, investment or squeeze-out eem to incorporate diluted shares outstanding

use Rank Value! BUT (and a BIG BUT) Rank Value does a weird adjustment (as stated) so Trx Value is more reliable; however for all 100%

ce of deals announced but never trust any number you haven't personally spread!

ock, debt, options, assets, warrants, and stake purchases made within six months of the announcement date of the transaction. Liabilities a

plus Short-Term Debt plus Preferred Equity minus Cash and Marketable Securities as of the date of the most current financial information p

d then by adding the cost to acquire convertible securities, plus short-term debt, straight debt, and preferred equity minus cash and marketa

able; however for all 100% acquisitions, then Rank Value is ok

he transaction. Liabilities assumed are included in the value if they are publicly disclosed. Preferred stock is only included if it is being acqui

rent financial information prior to the announcement of the transaction. RANKVAL = VALNOLIA + STRD + STD + PFDEQ CASH. Preferred

y minus cash and marketable securities, stated in millions.

ncluded if it is being acquired as part of a 100% acquisition. If a portion of the consideration paid by the acquiror is common stock, the stock

PFDEQ CASH. Preferred Equity is not included if Cost to acquire Preferred Shares (CSTPFD) is filled in. Rank Value is only calculated wh

s common stock, the stock is valued using the closing price on the last full trading day prior to the announcement of the terms of the stock s

alue is only calculated when all of the following conditions are met:

of the terms of the stock swap. If the exchange ratio of shares offered changes, the stock is valued based on its closing price on the last fu

closing price on the last full trading date prior to the date of the exchange ratio change. For public target 100% acquisitions, the number of s

quisitions, the number of shares at date of announcement (CACT) is used.

What is the difference between Transaction Value and Rank Value? The SDC Definitions for Transaction Value and Rank Value are: Transaction Value ($ mil): Total value of consideration paid by the acquiror, excluding fees and expenses. The dollar value includes the amount paid for all common stock, common stock equivalents, preferred stock, debt, options, assets, warrants, and stake purchases made within six months of the announcement date of the transaction. Liabilities assumed are included in the value if they are publicly disclosed. Rank Value ($ mil): Rank value is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt. Net debt is Straight Debt plus Short-Term Debt plus Preferred Equity minus Cash and Marketable Securities as of the date of the most current financial information prior to the announcement of the transaction. Net debt calculations do not include reserves. Preferred Equity is not included if Cost to acquire Preferred Shares (CSTPFD) is filled in. Rank Value is only calculated when all of the following conditions are met: 1. Target is either public or a non-public company for which complete balance sheet information is available. 2. The acquiror is attempting to acquire 100% of the target from a currently held percentage of less than 50%. ** 3. The deal value is disclosed. 4. The target is NOT a bank, securities brokerage firm, credit institution, insurance company, or leasing company. ** If less than 95% is acquired, Rank Value is not applied and balance sheet debt is not prorated. For example, the acquisition of 85% of a company will not include 85% of the debt. This standard is practiced whether or not the intention was to gain 100% economic control of the company. If initial Rank Value credit was given, and less than 95% is actually acquired, all debt credited to the transaction will be removed. If the objective is to acquire 100% of the economic interest of the company in a multi-step transaction, as stated at the announcement date of the initial step, net debt will be included in the valuation of the deal where the majority of shares are acquired. Debt will be calculated using the most recent financial statements prior to the announcement of the initial step of the deal. Net debt will not be prorated between transactions. Why would Transaction Value be different from Rank Value? In many cases, Transaction Value will equal Rank Value. However, in transactions where the acquiror is attempting to acquire 100% of the equity of a non-financial company from an initial holding of less than 50%, Rank Value will include the net debt of the target if the financial statements are available. In these instances, Transaction Value represents the Equity Value of the target company (i.e. Offer price per Share * Shares Outstanding plus Cost to Acquire Convertibles) plus any assumed liabilities that are publicly disclosed whereas Rank Value represents the Enterprise Value of the target (i.e. Equity Value plus Net Debt minus Assumed Liabilities).