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IN RE APPRAISAL OF SOLERA HOLDINGS, INC.

Stuart M. give, Christine M. Mackintosh, and Vivek Upadhya of GIVE & EISENHOFER P.A., Wilmington, Delaware; Daniel L. Berger of GIVE & EISENHOFER P.A., ny, nyc; Lawrence M. Rolnick, Steven M. Hecht, and Jonathan M. Kass of LOWENSTEIN & SANDLER LLP, nyc, brand brand New York; Attorneys for Petitioners. David E. Ross and S. Michael Sirkin of ROSS ARONSTAM & MORITZ LLP, Wilmington, Delaware; Yosef J. Riemer, Devora W. Allon, Elliot C. Harvey Schatmeier, Richard Nicholson, and Madelyn A. Morris of KIRKLAND & ELLIS LLP, nyc, New York; Attorneys for Respondent.

MEMORANDUM ADVICE

Stuart M. give, Christine M. Mackintosh, and Vivek Upadhya of GIVE & EISENHOFER P.A., Wilmington, Delaware; Daniel L. Berger of GIVE & EISENHOFER P.A., nyc, ny; Lawrence M. Rolnick, Steven M. Hecht, and Jonathan M. Kass of LOWENSTEIN & SANDLER LLP, ny, brand brand New York; Attorneys for Petitioners. David E. Ross and S. Michael Sirkin of ROSS ARONSTAM & MORITZ LLP, Wilmington, Delaware; Yosef J. Riemer, Devora W. Allon, Elliot C. Harvey Schatmeier, Richard Nicholson, and Madelyn A. Morris of KIRKLAND & ELLIS LLP, nyc, brand brand brand New York; Attorneys for Respondent. BOUCHARD, C.

In this assessment action, the court must figure out the reasonable value of petitioners’ stocks of Solera Holdings, Inc. at the time of March 3, 2016, whenever Vista Equity Partners acquired Solera for $55.85 per share, or around $3.85 billion as a whole equity value, in a merger deal. Unsurprisingly, the events have actually commonly divergent views on this concern.

Relying entirely for a reduced cashflow analysis, petitioners contend that the value that is fair of stocks is $84.65 per share—approximately 51.6% within the deal cost. Until recently, respondent regularly argued that the «best evidence» associated with reasonable worth of Solera stocks may be the deal price less estimated synergies, equating to $53.95 per share. After an assessment choice an additional instance recently used the «unaffected selling price» of a business’s stock to find out reasonable value, nevertheless, respondent changed its place to argue for similar way of measuring value here, which respondent contends is $36.39 per share—about 35% underneath the deal cost.

Throughout the previous 12 months, our Supreme Court twice has greatly endorsed the effective use of market effectiveness concepts in assessment actions. With that guidance in your mind, and after carefully considering all appropriate facets, my separate dedication is the fact that the reasonable value of petitioners’ shares could be the deal price less estimated synergies—i.e., $53.95 per share.

As discussed below, the record reflects that Solera had been sold within an process that is open, but not perfect, had been described as numerous objective indicia of dependability. The merger had been the item of a two-month outreach to large personal equity organizations accompanied by a six-week auction carried out by an unbiased and completely authorized unique committee associated with board, which contacted eleven monetary and seven strategic companies. General general Public disclosures clarified to your market that the ongoing business had been on the market. The unique committee had competent appropriate and monetary advisors in addition to power to say no to an underpriced bid, which it did twice, with no safety net of some other bid. The merger cost of $55.85 turned out to be a market-clearing cost by way of a go-shop that is 28-day the unique committee guaranteed as an ailment associated with the cope with Vista, the one which afforded favorable terms to permit a vital strategic competitor of Solera to keep to bid for the business.

ahead of the merger, as an example, Solera had a deep base of general public stockholders, its stocks had been actively exchanged in the nyc stock market and had been included in many analysts, and its own debt ended up being closely supervised by reviews agencies.

In a nutshell, the product sales procedure delivered for Solera stockholders the online payday MD value accessible in a bona fide supply’s-length transaction and offers the essential reliable proof reasonable value. Correctly, we provide the deal cost, after adjusting for synergies relative to longstanding precedent, single and weight that is dispositive determining the reasonable worth of petitioners’ stocks as of the date associated with merger.

We. BACKGROUND

The reality recited in this viewpoint are my findings on the basis of the testimony and documentary proof presented within a five-day test. The record includes over 400 stipulations of reality within the Stipulated Joint Pre-Trial purchase («PTO»), over 1,000 test exhibits, including fourteen deposition transcripts, as well as the real time testimony of four reality witnesses and three expert witnesses. We accord evidence the credibility and weight i find it deserves.

The court appreciates the events’ efforts in reaching contract on a thorough group of factual stipulations.

Respondent Solera Holdings, Inc. («Solera» or perhaps the «Company») is really a Delaware business with headquarters in Westlake, Texas. Solera ended up being created in 2005 and had been publicly exchanged in the nyc stock market from might 2007 until March 3, 2016, with regards to ended up being obtained by an affiliate marketer of Vista Equity Partners («Vista») in a merger transaction (the «Merger»).

From Solera’s inception through the Merger, Tony Aquila served as Chairman of this Board of Directors (the «Board»), ceo, and President of Solera. Over this time around duration, Aquila made all top-level choices about product innovation, business advertising, and investor connection efforts. Following the Merger, Aquila stayed the CEO of Solera.

Petitioners include seven funds that have been stockholders of Solera at the time of the Merger: Muirfield Value Partners LP, Fir Tree Value Master Fund, L.P., Fir Tree Capital Opportunity Master Fund, L.P., BlueMountain Credit Alternatives Master Fund L.P., BlueMountain Summit Trading L.P., BlueMountain Foinaven Master Fund L.P., and BlueMountain Logan Opportunities Master Fund L.P. Petitioners collectively hold 3,987,021 stocks of Solera stock that is common meet the criteria for assessment.

At the beginning of 2005, Aquila founded Solera with aspirations to result in a electronic development of this insurance industry, beginning with the processing of automotive insurance coverage claims. Aquila viewed Solera as a disruptor that is potential similar to Amazon.com, Inc., in its certain industry.

Solera, with its present kind, is an international frontrunner in information and pc computer pc software for automotive, house ownership, and electronic identification administration. At the time of the Merger, Solera’s company contains three primary platforms: (i) Risk Management Solutions; (ii) provider, repair, and fix; and (iii) client Retention Management. The danger Management possibilities platform helps insurers digitize and streamline the claims procedure with regards to automotive and home content claims. The provider, repair, and fix platform digitally assists car specialists and auto solution facilities to identify and fix automobiles effectively, accurately, and profitably, also to recognize and supply equipment that is original and aftermarket automotive components. The consumer Retention Management platform provides consumer-centric and data-driven electronic advertising solutions for companies that serve the automobile ownership lifecycle, including home and casualty insurers, automobile manufacturers, vehicle dealerships, and funding providers. Solera ended up being running in 78 nations in the period of the Merger.