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We accepted all three as experts and received their written
reports into evidence as direct testimony.
A. Estate’s Expert Mr. Grizzle
Mr. Grizzle is a certified public accountant who has
represented clients in mergers and acquisitions.
Mr. Grizzle concluded that the terms of the buy-sell
agreement at issue were comparable to similar arrangements
negotiated at arm’s length. In reaching this conclusion, Mr.
Grizzle focused solely on the price term. He asserted that
“Professionals familiar with the industry most often value a
construction company by applying a multiple of four (4) to the
entities’ [sic] cash-flow adjusted for non-operating and non-
recurring items.” He then adjusted BCC’s cashflow and compared
the purchase price for decedent’s BCC stock in the 1996 Agreement
to the adjusted cashflow. He concluded that the price for
decedent’s BCC shares represented a 4.25 multiple of its adjusted
cashflow. Because this multiple was consistent with the multiple
he claimed professionals familiar with the construction industry
most often use, he concluded that the price set forth in the 1996
Agreement was a fair market price and that the terms of the
Modified 1981 Agreement were therefore comparable to similar
arrangements entered into at arm’s length.
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