BTR Dunlop Holdings, Inc. - Page 23




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          specific risk premium adjusts the cost-of-equity capital for the            
          relative riskiness of the company compared to the guideline                 
          companies in terms of either quantitative or qualitative factors.           
          Button opined that, based on aggressive sales projections,                  
          operational problems, lack of diversity, inadequacy of management           
          resources, and lack of access to adequate capital, Schlegel UK              
          was more risky than the guideline companies that were used in the           
          valuation analysis.  Thus, he added a 1-percent company-specific            
          risk premium to the cost-of-equity capital in coming to a cost-             
          of-equity capital of 28.77 percent.  Button concluded that the              
          appropriate WACC was 24.75 percent.                                         
               Button forecasted Schlegel UK cash-flows based on                      
          information obtained from Schlegel UK documents and discussions             
          with management in 1998 or 1999 about expectations existing                 
          during the first half of 1989 regarding the period after the                
          valuation date.  He prepared cash-flow projections for the                  
          automotive division and the building materials division                     
          separately, using the sales projections that were used by                   
          Rachwal, E&Y, and Shapiro.  He stated that the building products            
          forecast was based on unrealistically optimistic assumptions                
          about sales growth because he anticipated a decline in housing              
          starts and other sales, but he concluded that the construction of           
          an alternative sales forecast was not feasible.  He viewed the              
          automobile division forecasts as reasonable, although management            





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