J a n u a r y 2 8,

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1 Study of Publicly Disclosed Fairness Opinions Sneak Peek at Some Interesting Findings C h r i s J a n s s e n, M a n a g i n g D i r e c t o r, C o r p o r a t e F i n a n c e a n d H e a d o f T r a n s a c t i o n O p i n i o n s, D u f f & P h e l p s J a n u a r y 2 8,

2 Fairness Opinions in the News The Wall Street Journal Dealpolitik: SolarCity Snafu Casts More Doubt on Fairness Opinions, September 2, 2016 the usefulness of these [wide] ranges is highly questionable Pittsburgh Post-Gazette Fairness Opinions Rarely Fair, August 2, 2016 In addition to conflicts of interest, there are several other issues with fairness opinions evaluators may rely solely on information from company management, and don't have to verify it independently.

3 Criticisms of Fairness Opinions The ranges are too wide to be useful Discounted Cash Flow analysis is mechanical Fairness opinion providers are conflicted

4 Methodology Data collected from public filings available in the U.S. Securities and Exchange Commission EDGAR database covering the timeframe 1/1/2006 through 9/30/2016. SC 14D9 Solicitation documents filed by the being acquired company regarding the offer it received. DEFM14A A document filed by or on behalf of a registrant when a shareholder vote is required on an issue related to a merger or acquisition. Deal/Transaction values were collected from S&P Capital IQ research platform. Additional Fairness Opinion attribution was obtained from Thomson Financial.

5 Preview of Findings and Observations There are good reasons why some analyses have wide ranges On average, the ranges of values in fairness analysis are acceptable The use of multiple methodologies (like trading and transaction multiples) bolsters the analysis and counters DCF criticisms Among fairness opinion providers, there are differences in the size of valuation ranges

6 Total Filings SC-14D9 DEFM14A *Filings through 9/2016

7 Frequency of Valuation Methodology Public Comparables DCF Analysis Similar M&A Transaction Analysis Historical Trading Range Analysis Premiums Paid Analysis Target Price Analysis Future Trading Analysis LBO Analysis Discounted Equity Value Analysis Hypothetical Liquidation Value Analysis No Methodology ,138 1,417 2,231 2,621 2,814 n = ,000 1,500 2,000 2,500 3,000

8 Multiple Methodology Distribution n = One Two Three Four Five Six Seven Eight

9 Distribution of Opinions Using One Methodology Public Comparables DCF Analysis Similar M&A Transaction Analysis 22 Historical Trading Range Analysis Premiums Paid Analysis Target Price Analysis Future Trading Analysis 2 8 Observation LBO Analysis 0 Discounted Equity Value Analysis 0 Hypothetical Liquidation Value Analysis 1 n =

10 Deal Size Study of Publicly Disclosed Fairness Opinions DCF Range by Deal Size Cohort Single DCF Analysis Offer Price $10B+ 78% 106% 28% $9.9-1B 80% 110% 30% $ M 76% 111% 35% $ M 78% 111% 33% Less than $100M 65% 105% 40% 50% 100% 150% Value Range as a Percentage of Offer

11 Deal Size Study of Publicly Disclosed Fairness Opinions DCF Range by Deal Size Cohort Multiple DCF Analyses Offer Price $10B+ High Case Low Case 75% 91% 103% 121% $9.9 1B High Case Low Case 72% 89% 101% 120% $ M High Case Low Case 69% 90% 120% 96% $ M High Case Low Case 65% 88% 101% 126% Less than High Case 90% 138% $100M Low Case 63% 102% 50% 100% 150% Value Range as a Percentage of Offer

12 Deal Size Study of Publicly Disclosed Fairness Opinions Narrowest 25% of DCF Ranges and Widest 25% of DCF Ranges by Deal Size DCF Single Case Offer Price $10B+ Narrowest Range Widest Range 80% 72% 91% 123% $9.9 1B Narrowest Range Widest Range 80% 72% 95% 122% $ M Narrowest Range Widest Range 60% 81% 96% 127% $ M Narrowest Range Widest Range 69% 79% 93% 132% Narrowest Range 69% Less than $100M Widest Range 53% 80% 141% 50% 100% 150% Value Range as a Percentage of Offer

13 Deal Size Study of Publicly Disclosed Fairness Opinions DCF Range vs. Public Comp Range Single Case DCF Offer Price $10B+ DCF Public Comp 69% 80% 94% 109% $9.9 1B DCF Public Comp 65% 81% 97% 110% $ M DCF Public Comp 61% 77% 108% 103% $ M DCF Public Comp 66% 80% 112% 115% Less than DCF 69% 108% $100M Public Comp 62% 126% 50% 100% 150% Value Range as a Percentage of Offer

14 DCF Range by Top Providers (# of Deals) Top Providers Provider 1 Provider 2 Provider 3 Provider 4 Provider 5 Provider 6 Provider 7 Provider 8 Provider 9 Provider 10 Provider 11 Provider 12 Provider 13 Provider 14 Provider 15 Provider 16 Provider 17 Provider 18 77% 78% 79% 82% 86% 78% 78% 76% 83% 80% 74% 79% 74% 82% 73% 81% 74% 72% Offer Price 101% 101% 105% 109% 114% 106% 106% 105% 112% 111% 106% 112% 107% 116% 108% 121% 114% 113% 65% 100% 135% Value Range as a Percentage of Offer 23% 41%

15 Conclusions, Observations and Next Steps Valuation ranges are inversely correlated to deal size, which makes sense If a fairness opinion provider believed it was clearly unreasonable to rely on management projections, presumably it would not use the projections or would not issue the opinion We believe that well-reasoned analysis - especially from an independent fairness opinion provider offers valuable advice to directors Questions How do valuations in appraisal actions compare to fairness opinion ranges? Other questions?

16 Study of Publicly Disclosed Fairness Contact Us Chris Janssen Managing Director, Corporate Finance and Head of Transaction Opinions, Duff & Phelps About Duff & Phelps Valuation Corporate Finance Disputes and Investigations Compliance and Regulatory Consulting Andrew Capitman Managing Director, Transaction Opinions, Duff & Phelps M&A advisory, capital raising and secondary market advisory services in the United States are provided by Duff & Phelps Securities, LLC. Member FINRA/SIPC. Pagemill Partners is a Division of Duff & Phelps Securities, LLC. M&A advisory and capital raising services in the United Kingdom and across Europe are provided by Duff & Phelps Securities Ltd.(DPSL), which is authorized and regulated by the Financial Conduct Authority. In Germany M&A advisory and capital raising services are also provided by Duff & Phelps GmbH which is a Tied Agent of DPSL. Valuation Advisory Services in India are provided by Duff & Phelps India Private Limited under a category 1 merchant banker license issued by the Securities and Exchange Board of India. Copyright 2017 Duff & Phelps LLC. All rights reserved.