Michael T. Caracci and Cindy W. Caracci, et al. - Page 31




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               Finally, Hahn turned his attention to making adjustments to            
          the Sta-Home for-profit entities’ stock for “control premiums”              
          and lack of marketability.  He hypothecated that no additional              
          premium for control of the Sta-Home tax-exempt entities was                 
          appropriate because the sale of 100 percent of the Sta-Home tax-            
          exempt entities was contemplated (therefore, all of the value of            
          the companies would be included in the transaction price).  He              
          also concluded that any adjustment to reflect the fact that                 
          Mississippi presented an unattractive market for the sale of the            
          Sta-Home tax-exempt entities had been incorporated into his                 
          adjusted balance sheet valuation.                                           
               With respect to the value of the stock held by the                     
          individual shareholders, Hahn noted that no one individual could            
          control the Sta-Home tax-exempt entities.  While he believed that           
          this usually would require that a minority discount be reflected            
          in the value of the shares held by the noncontrolling                       
          shareholders, he concluded that a minority discount was not                 
          appropriate here because the shares represented equity interests            
          in a loss corporation.  He noted, however, that at the time of              
          the asset transfer the appropriate control premium and market               
          discount in the home health care industry were approximately 36             
          percent and 26 percent, respectively.                                       
               D.  Expert Testimony for Respondent                                    








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