Norwest Corporation and Subsidiaries - Page 83

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         market value of the FIA lease portfolio.  He determined that the             
         fair market value of FIA's lease portfolio, as of June 12, 1989,             
         did not exceed $130,184,42055 ($4,198,944 less than Mr. Huck's               
         valuation).  Consequently, Mr. Fuller attributed $1,328,618 of the           
         purchase price to goodwill.  Mr. Fuller arrived at the value for             
         the lease portfolio through his "sensitivity" analysis by applying           
         a 15.6-percent rate to discount the same cash-flow Mr. Huck used             
         (lease payments plus book residual values less nonrecourse debt              
         service payments). The 15.6-percent rate represented the cost of             
         equity capital, which Mr. Fuller computed using the capital asset            
         pricing model. This analysis was based on the assumption that, with          
         regard to a hypothetical buyer, the portion of the lease portfolio           
         not financed by nonrecourse debt would be financed entirely by               
         equity.                                                                      
              Mr. Fuller opined that his 15.6-percent rate compares                   
         favorably with the 15-percent rate of return on equity that FIA              

              54(...continued)                                                        
          information provided to both experts may have been, to a certain            
          extent, unreliable.                                                         
               55   Mr. Fuller believed that the value of FIA's lease                 
          portfolio could be less than $130,184,420 but was unable to                 
          refine this belief due to lack of data (as discussed supra note             
          54). His value of $130,184,420 for the FIA lease portfolio, when            
          added to the agreed value of $9,943,582 for FIA's other assets              
          acquired by petitioner (the noncompete agreement with FIA and               
          Commercial, the license to use the FIA name, and the other                  
          assets) totals $140,128,002, or $1,328,618 less than the purchase           
          price.                                                                      






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