{ "docId": "019de06f-50c2-7368-a2f1-caf96f2e1a32", "docSlug": "f57ce286d85cebada85ad845a0607c37", "documentTitle": "Duff & Phelps | Investment Banking Pitch Book | 29 slides", "authorId": "duff-phelps", "authorName": "Duff & Phelps", "documentKindSlug": "consulting-deck", "documentKindLabel": "Consulting deck", "sourceTypeSlug": "investment_bank", "sourceTypeLabel": "Investment bank", "presentationDate": "2014-03-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.4004376, "pageNumber": 25, "pageCount": 29, "prevPage": 24, "nextPage": 26, "slideType": "appendix_disclosure", "function": "other", "density": "dense", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de06f-50c2-7368-a2f1-caf96f2e1a32/25", "deckHref": "/decks/019de06f-50c2-7368-a2f1-caf96f2e1a32", "deckJsonHref": "/decks/019de06f-50c2-7368-a2f1-caf96f2e1a32.json", "deckAnchorHref": "/decks/019de06f-50c2-7368-a2f1-caf96f2e1a32#slide-25", "components": [ { "bbox": { "h": 0.13, "w": 0.92, "x": 0.04, "y": 0.79 }, "kind": "disclaimer", "text": "To the extent that any of the foregoing assumptions or any of the facts on which this Opinion is based prove to be untrue in any material respect, this Opinion cannot and should not be relied upon for any purpose. Furthermore, in Duff & Phelps' analysis and in connection with the preparation of this Opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction and as to which Duff & Phelps does not express any view or opinion in this Opinion, including as to the reasonableness of such assumptions.", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "463bae3e-9d29-4f2c-a01a-4b312c796851", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.52, "w": 0.92, "x": 0.04, "y": 0.24 }, "kind": "list", "text": "Relied upon and assumed the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management, and did not independently verify such information; Relied upon the fact that the Special Committee, the Board of Directors and the Company have been advised by counsel as to all legal matters with respect to the Proposed Transaction, including whether all procedures required by law to be taken in connection with the Proposed Transaction have been duly, validly and timely taken; Assumed that any estimates, evaluations, forecasts and projections including, without limitation, the Management Projections, furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same and Duff & Phelps has relied upon such matters in performing its analysis; Assumed that information supplied and representations made by Company management are substantially accurate regarding the Company and the Proposed Transaction; Assumed that the representations and warranties made by all parties in the Merger Agreement and the Management Representation Letter are substantially accurate; Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form, including the Merger Agreement, conform in all material respects to the drafts reviewed; Assumed that there has been no material change in the assets, liabilities, financial condition, businesses, results of operations or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps; Assumed that all of the conditions required to implement the Proposed Transaction will be satisfied and that the Proposed Transaction will be completed in accordance with the Merger Agreement, without any amendments thereto or any waivers of any terms or conditions thereof, and in a manner that complies in all material respects with all applicable laws; and Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed Transaction will be obtained without any undue delay, limitation, restriction or condition that would have a material effect on the Company or the contemplated benefits expected to be derived in the Proposed Transaction.", "attrs": null, "subkind": "bullet", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "90a5a5c9-fdba-4904-a78a-39baeb83ad0a", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.06, "w": 0.92, "x": 0.04, "y": 0.11 }, "kind": "paragraph", "text": "If issued, our Opinion letter will include assumptions, qualifications and limiting conditions similar to the following. This is not meant to be a complete list of the assumptions, qualifications and limiting conditions which will be included in our Opinion letter, if rendered.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "016aebcf-df28-486a-a03b-9ce54220a22d", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.03, "w": 0.6, "x": 0.04, "y": 0.19 }, "kind": "paragraph", "text": "Assumptions and Reliance - In performing its analyses with respect to the Proposed Transaction, Duff & Phelps:", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "fbf1065d-9740-4304-b50d-52084e6d1461", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.05, "w": 0.6, "x": 0.04, "y": 0.04 }, "kind": "title", "text": "Assumptions, Qualifications, and Limiting Conditions", "attrs": null, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "51eed59c-6beb-499f-a1db-1e9835248164", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [], "arcBeats": [], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }