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Entries from February 1, 2015 - February 28, 2015

Monday
Feb092015

Fair Market Value and Fair Value

Many of us have heard the terms fair market value and fair value.  These terms are used often in the valuation of entities.  Understanding the differences is critical. 

When we hear the term “fair market value” we envision a price for an asset that is fair to all parties involved.  The Internal Revenue Service defines fair market value as “the price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of the relevant facts.”  Under the fair market value standard of value, shareholder discounts may be applied if the subject being valued lacks control over the entity or if there is a lack of marketability.  The fair market value standard is commonly used in federal and estate tax matters and sometimes in judicial matters.

Fair value is used for financial reporting matters and judicial purposes.  For financial reporting matters (such as purchase price allocations and goodwill impairment testing), the Financial Accounting Standards Board defines fair value as “the price that would be received to sell and asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”  This is understood to be an exit price.  

For judicial purposes--such as divorce, shareholder dissent and oppression--there is no clear consensus on a definition.  Interpretations vary state to state.  However, many view fair value to be fair market value without discounts for such things as control and marketability considerations.  To state it another way, the value of the shares on a pro-rata basis.

Friday
Feb062015

Frontier Communications to Acquire Verizon’s Wireline Operations in CA, FL, and TX

Frontier Communications Corporation (NASDAQ: FTR) announced on Wednesday, February 4th that it had agreed to acquire wireline operations in California, Florida, and Texas that belong to Verizon Communications Inc. (NYSE: VZ).  The transaction is for approximately $10.54 billion and should benefit Frontier as it continues to create scale through M&A.

Valuation Analysis and Deal Metrics

Transaction Facts

  • The transaction is being financed through $10.54 billion in cash.
  • The acquisition includes Verizon’s wireline voice, broadband and video operations.
  • Expected to close by the first half of 2016.

 Strategic Considerations

  • Transaction will allow Frontier to double in size.
  • Frontier expands its footprint, primarily in areas where it did not have a significant presence.
  • Frontier’s experience with its newly acquired U-verse properties should benefit the integration of its FiOS markets. 
  • 54% of the acquired network is FiOS enabled, repositioning Frontier’s business mix more heavily to fiber-based services.
  • The acquired wireline operations generated revenue of approximately $5.7 billion for Verizon in 2014.
  • Frontier’s lower cost structure is expected to reduce costs by $525 million in the first year after the close and by $700 million by year three post-close.

 JSICA’s Take

  • A comparison of the multiples of priced transactions since the beginning of 2012, shows Frontier paid relatively lower multiples in the deal.
  • Since the beginning of 2012, the average EV/LTM Revenue on priced transactions was approximately 1.9x, which is 0.1x higher than the FTR-VZ transaction multiple.
  • Since the beginning of 2012, the average EV/LTM OIBDA was 6.0x, which is 1.5x higher than the multiple in the transaction.
  • The average EV/P_ OIBDA since the beginning of 2012 was approximately 4.7x, which is 1.2x higher than the FTR-VZ transaction multiple.