SEC Company Response from Live Nation Entertainment, Inc. (LYV) (CIK 0001335258) (LYV) — Oct 21, 2009
Live Nation Entertainment, Inc. (LYV) (CIK 0001335258)
Date: Oct. 21, 2009 · CIK: 0001335258 · Accession: 0001193125-09-211286
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32601, 333-159991
Letter
VIA EDGAR AND COURIER Division of Corporation Finance Securities and Exchange Commission File No. 001-32601 Form 10-Q for the Fiscal Quarter Ended June 30, 2009 Filed August 6, 2009 File No. 001-32601
Dear Ms. Ravitz:
On behalf of Live Nation, Inc. (“Live Nation”) we hereby submit responses to the Staff’s comments regarding Live Nation’s Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”) filed on September 15, 2009 (“Amendment No. 2”), Live Nation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Live Nation Form 10-K”), and Live Nation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 (the “Live Nation Form 10-Q”), as set forth in the Securities and Exchange Commission’s letter to Michael G. Rowles, Esq., dated October 8, 2009 (the “Comment Letter”). We have also included in this letter, where relevant, responses forwarded to us by counsel to, and/or representatives of, Ticketmaster Entertainment, Inc. (“Ticketmaster Entertainment”) regarding the Staff’s comments to the Registration Statement. Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”), including exhibits.
We are also providing via courier five copies of Amendment No. 3, including exhibits and two copies of Amendment No. 3 marked to show changes from Amendment No. 2. We are providing courtesy copies of Amendment No. 3 including a version marked for changes, to Claire Erlanger, Linda Cvrkel and Matthew Spitzer.
October 21, 2009
Amendment No. 3 incorporates changes responsive to the comments set forth in the Comment Letter. For your convenience, we have repeated each of the Staff’s comments in bold prior to the response. All references to page numbers and footnotes of the Registration Statement in the responses below each heading are to the pages or footnotes, respectively, in Amendment No. 3. The references to page numbers and footnotes of the Registration Statement in the headings are to Amendment No. 2.
Registration Statement on Form S-4
Summary, page 10
1. We note your response to prior comment 3. Please provide substantiation for the disclosure that Ticketmaster is the “world’s leading live entertainment ticketing and marketing company based upon the number of tickets sold” or, alternatively, note that it reflects Ticketmaster’s belief.
The Staff’s comment is acknowledged and the following documentation is being supplementally provided to the Staff via courier along with this letter to support the statement that Ticketmaster Entertainment is the “world’s leading live entertainment ticketing and marketing company based upon the number of tickets sold”:
•
Exhibit A: Research report, dated January 21, 2009, issued by Gabelli & Company, Inc. (see pages 1 and 3).
•
Exhibit B: Research report, dated May 13, 2009, issued by Citigroup Global Markets (see “Investment strategy” on page 8).
•
Exhibit C: Recent report published by Mintel, a global consumer, product and market research company, regarding the entertainment venue market in the United States (see pages 19, 41 and 52-54).
•
Exhibit D: 2008 Annual Report for CTS Eventim AG (“CTS”). Report contains various metrics regarding its ticketing business. See, for example, pages 5, 8, 18, 26 and 41.
Interests of Directors and Executive Officers, page 15
2. We note your response to prior comment 4. Please, however, revise to provide an estimate of the aggregate amount of all benefits that the officers and directors will receive in this transaction which regular shareholders do not. You may use a share price as of a certain date to make such estimates if necessary.
The disclosure on pages 15 and 16 has been revised in response to the Staff’s comment.
October 21, 2009
Risk Factors, page 32
3. Please include a risk factor discussing the fact that the parties to the merger are required to take all reasonable steps in order to attempt to obtain regulatory approval of the merger, including steps that might deplete or eliminate the value of the projected $40 million in synergies of the merger.
The disclosure on page 38 has been revised in response to the Staff’s comment.
The exchange ratio is subject to adjustment prior to completion of the merger, page 33
4. Please disclose the amount of time you anticipate between the vote and closing since the exchange ratio can fluctuate during that time.
The disclosure on page 34 has been revised in response to the Staff’s comment.
The combined company will have substantial indebtedness, page 37
5. We note your response to prior comment 9. Please revise, however, to disclose that all interest rate spreads under Ticketmaster’s credit facility will increase by 1.25% pursuant to the amendment that will take effect at the time of the merger. Also revise throughout the document, where applicable, such as the first bullet point on page 65.
The disclosure on pages 38, 66, 117 and 276 has been revised in response to the Staff’s comment.
If the merger is completed, the terms of Live Nation Worldwide’s agreement with CTS will cause Live Nation Worldwide to incur ongoing costs and could reduce operational efficiencies that the combined company might otherwise obtain through the merger, page 37
6. We note from your disclosure on page 37 that Live Nation is party to a licensing agreement with CTS. However, it is not clear from your disclosure if there will be any changes to the agreement or future additional costs that will be incurred by Live Nation solely due to the merger transaction. If there will be any recurring costs that will be incurred by Live Nation (or the combined company) that are directly attributable to the merger transaction, and factually supportable, we believe these costs should be reflected as adjustments in the pro forma income statement. Please revise or advise accordingly. Also, to the extent the CTS agreement is expected to impact Live Nation’s and or the combined company’s future operating results in a material adverse manner, we believe you should revise your MD&A section to include a discussion of the impact of this contract on the Company’s future operating results.
The Staff is respectfully advised that Live Nation is currently operating its ticketing platform under a ten-year contract with CTS in the United States and several other countries. All costs related to the CTS agreement are currently recorded on the income statement of Live Nation. There are no additional costs under the CTS agreement that will be incurred solely due to the Merger, and, as a result, no adjustment to the pro forma income statement is required for the CTS agreement.
In addition, Live Nation does not believe that any additional disclosure is required or appropriate at this time as the financial statement impacts of the CTS agreement are part of Live Nation’s current operations. Live Nation will continue to review the impact of the CTS agreement to ensure that future disclosures in Live Nation’s Exchange Act filings, including in the MD&A, are adequate.
October 21, 2009
The Merger could cause the Ticketmaster spin-off to become a taxable transaction, page 38
7. We note your response to our prior comment number 10. Please quantify or estimate, to the extent possible, the aggregate market value of the Ticketmaster common stock as of the date of the merger. Alternatively, describe how this amount might be determined.
The disclosure on page 40 has been revised in response to the Staff’s comment.
Background of the Merger, page 57
8. We note your response to prior comment 15. You state that the potential annual synergies are estimated at approximately $40 million. In certain of the board books provided to us pursuant to prior comment 1, we note that there are estimated synergies as high as [XX]. Please revise to clarify why you chose the figure that you disclosed and note that there were a range of estimates.
The disclosure on page 60 has been revised in response to the Staff’s comment to clarify that the $40 million estimate includes only operating synergies. The Staff is respectfully advised that although the Live Nation board of directors and its financial advisors analyzed certain other types of possible synergies, the Live Nation board of directors only relied on estimated operating synergies and only estimated operating synergies have been disclosed because such other types of synergies were determined to be speculative and/or difficult to estimate. In addition, the Staff is further respectfully advised that certain estimated operating synergies were presented to the companies’ respective boards of directors as both before-tax and after-tax estimates. The disclosure on page 60 has also been revised to clarify that the $40 million of estimated operating synergies represents an after-tax estimate.
9. We note your response to prior comment 16. Please briefly disclose the reasons that Live Nation decided against the alternative business transactions discussed on page 57 that it considered.
The disclosure on page 58 has been revised in response to the Staff’s comment.
10. In this connection, please revise to clarify what you mean by the proposed transaction with Live Nation being “more attractive” in the last paragraph on page 58.
The disclosure on page 60 has been revised in response to the Staff’s comment.
Live Nation’s Reasons for the Merger, page 61
11. We note your responses to prior comments 21 and 22. Please revise to clarify what you mean by “strategic advantages and other opportunities” in the first bullet on page 61.
The disclosure on page 63 has been revised in response to the Staff’s comment.
October 21, 2009
Ticketmaster Entertainment’s Reasons for the Merger, page 66
12. We note your response to prior comment 21 and the second portion of prior comment 23. Please revise the fourth bullet point on page 66 to briefly disclose why the terms provided by the “other party” were considered unreasonable from the board’s perspective.
The disclosure on page 68 has been revised in response to the Staff’s comment.
13. We note your response to the first portion of prior comment 23. Please disclose the basis for the conclusion by the board that the combined company will enjoy a “greater amount of free cash flows.” Does the board expect these amounts to be more than merely the sum of the current companies’ combined earnings and cash flows and if so, why?
The disclosure on page 67 has been revised in response to the Staff’s comment.
Opinions of Live Nation’s Financial Advisors, page 74
14. We note new disclosure on page 54 that you have completed several recent acquisitions or strategic agreements. Please revise your disclosure to make clear, if true, that the financial advisor opinions do not take into account these subsequent transactions.
The Staff is respectfully advised that neither Live Nation nor Ticketmaster Entertainment has completed any material acquisition or, with the exception of the Merger Agreement, entered into any strategic agreement for any material acquisition since February 8, 2009, the earliest of the dates on which the opinions of Live Nation’s and Ticketmaster Entertainment’s respective financial advisors were delivered. In response to the Staff’s comment, Live Nation has, however, revised the disclosure on page 56 to clarify the timing of the acquisitions referenced in the Staff’s comment.
Certain Financial Forecasts, page 70
15. We note that the financial projections used by Live Nation’s financial advisor contain certain line items that you have not included in the tables on page 71 and 72. Please tell us why you did not feel that inclusion of those line items was appropriate or revise.
The Staff is respectfully advised that Live Nation has been advised by Goldman Sachs that financial projection line items included in its board presentation but not disclosed in the Registration Statement were included in Goldman Sachs’ board presentation for presentation purposes only but were not a primary basis of any of its financial analysis. Therefore, Live Nation has disclosed the financial projection line items that were primarily relied on by each of Live Nation’s financial advisors.
October 21, 2009
Discounted Cash Flow Analysis, page 78
16. We note your response to prior comment 26 and revisions in various places that multiples were established using the financial advisor’s “professional judgment and expertise.” Please provide additional disclosure in these instances that provides more meaningful information about how multiples were selected, since the expertise of the financial advisors is understood.
We presume that the Staff’s comment refers to the following sentence in the description of the Present Value of Future Theoretical Share Price Analysis that began on page 79 of Amendment No. 2: “The range of enterprise value to forward EBITDA multiples used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience.” The disclosure on pages 80 and 81 has been revised in response to the Staff’s comment.
In addition, in regard to the description of Deutsche Bank’s fairness opinion, the disclosure on pages 86 and 87 has also been revised to provide more meaningful information about how multiples were selected.
17. We note that Goldman Sachs used financial metrics of Live Nation and selected companies in determining the discount rates for these companies. Please identify these comparable companies.
The disclosure on pages 80 and 81 has been revised in response to the Staff’s comment.
18. Please add the substance of your response to prior comment 32 to this section so that investors may better understand the underlying purpose of this analysis and the one immediately following it. In addition, please clarify that the analyses do not specifically address the fairness to Live Nation shareholders of the consideration being paid, but rather the increase in value of their shares as a result of the merger.
The disclosure on page 80 has been revised in response to the first sentence of the Staff’s comment.
In response to the second sentence of the Staff’s comment, the Staff is respectfully advised that both the Discounted Cash Flow Analysis and the Present Value of Future Theoretical Share Price Analysis were prepared by Goldman Sachs for purposes of providing its opinion to the Live Nation board of directors as to the fairness from a financial point of view to Live Nation of the exchange ratio pursuant to the Merger Agreement. The Staff is respectfully referred to page 82, which states that in arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it; rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.
Discounted Cash Flow Analysis, page 84
19. We note that Deutsche Bank selected mid-point discou
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CORRESP 1 filename1.htm SEC Response Letter 355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Munich Barcelona New Jersey Brussels New York Chicago Orange County Doha Paris October 21, 2009 Dubai Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Milan Washington, D.C. Moscow VIA EDGAR AND COURIER Amanda Ravitz Branch Chief – Legal Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Live Nation, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed September 15, 2009 File No. 333-159991 Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 5, 2009 File No. 001-32601 Form 10-Q for the Fiscal Quarter Ended June 30, 2009 Filed August 6, 2009 File No. 001-32601 Dear Ms. Ravitz: On behalf of Live Nation, Inc. (“Live Nation”) we hereby submit responses to the Staff’s comments regarding Live Nation’s Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”) filed on September 15, 2009 (“Amendment No. 2”), Live Nation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Live Nation Form 10-K”), and Live Nation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 (the “Live Nation Form 10-Q”), as set forth in the Securities and Exchange Commission’s letter to Michael G. Rowles, Esq., dated October 8, 2009 (the “Comment Letter”). We have also included in this letter, where relevant, responses forwarded to us by counsel to, and/or representatives of, Ticketmaster Entertainment, Inc. (“Ticketmaster Entertainment”) regarding the Staff’s comments to the Registration Statement. Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”), including exhibits. We are also providing via courier five copies of Amendment No. 3, including exhibits and two copies of Amendment No. 3 marked to show changes from Amendment No. 2. We are providing courtesy copies of Amendment No. 3 including a version marked for changes, to Claire Erlanger, Linda Cvrkel and Matthew Spitzer. October 21, 2009 Amendment No. 3 incorporates changes responsive to the comments set forth in the Comment Letter. For your convenience, we have repeated each of the Staff’s comments in bold prior to the response. All references to page numbers and footnotes of the Registration Statement in the responses below each heading are to the pages or footnotes, respectively, in Amendment No. 3. The references to page numbers and footnotes of the Registration Statement in the headings are to Amendment No. 2. Registration Statement on Form S-4 Summary, page 10 1. We note your response to prior comment 3. Please provide substantiation for the disclosure that Ticketmaster is the “world’s leading live entertainment ticketing and marketing company based upon the number of tickets sold” or, alternatively, note that it reflects Ticketmaster’s belief. The Staff’s comment is acknowledged and the following documentation is being supplementally provided to the Staff via courier along with this letter to support the statement that Ticketmaster Entertainment is the “world’s leading live entertainment ticketing and marketing company based upon the number of tickets sold”: • Exhibit A: Research report, dated January 21, 2009, issued by Gabelli & Company, Inc. (see pages 1 and 3). • Exhibit B: Research report, dated May 13, 2009, issued by Citigroup Global Markets (see “Investment strategy” on page 8). • Exhibit C: Recent report published by Mintel, a global consumer, product and market research company, regarding the entertainment venue market in the United States (see pages 19, 41 and 52-54). • Exhibit D: 2008 Annual Report for CTS Eventim AG (“CTS”). Report contains various metrics regarding its ticketing business. See, for example, pages 5, 8, 18, 26 and 41. Interests of Directors and Executive Officers, page 15 2. We note your response to prior comment 4. Please, however, revise to provide an estimate of the aggregate amount of all benefits that the officers and directors will receive in this transaction which regular shareholders do not. You may use a share price as of a certain date to make such estimates if necessary. The disclosure on pages 15 and 16 has been revised in response to the Staff’s comment. 2 October 21, 2009 Risk Factors, page 32 3. Please include a risk factor discussing the fact that the parties to the merger are required to take all reasonable steps in order to attempt to obtain regulatory approval of the merger, including steps that might deplete or eliminate the value of the projected $40 million in synergies of the merger. The disclosure on page 38 has been revised in response to the Staff’s comment. The exchange ratio is subject to adjustment prior to completion of the merger, page 33 4. Please disclose the amount of time you anticipate between the vote and closing since the exchange ratio can fluctuate during that time. The disclosure on page 34 has been revised in response to the Staff’s comment. The combined company will have substantial indebtedness, page 37 5. We note your response to prior comment 9. Please revise, however, to disclose that all interest rate spreads under Ticketmaster’s credit facility will increase by 1.25% pursuant to the amendment that will take effect at the time of the merger. Also revise throughout the document, where applicable, such as the first bullet point on page 65. The disclosure on pages 38, 66, 117 and 276 has been revised in response to the Staff’s comment. If the merger is completed, the terms of Live Nation Worldwide’s agreement with CTS will cause Live Nation Worldwide to incur ongoing costs and could reduce operational efficiencies that the combined company might otherwise obtain through the merger, page 37 6. We note from your disclosure on page 37 that Live Nation is party to a licensing agreement with CTS. However, it is not clear from your disclosure if there will be any changes to the agreement or future additional costs that will be incurred by Live Nation solely due to the merger transaction. If there will be any recurring costs that will be incurred by Live Nation (or the combined company) that are directly attributable to the merger transaction, and factually supportable, we believe these costs should be reflected as adjustments in the pro forma income statement. Please revise or advise accordingly. Also, to the extent the CTS agreement is expected to impact Live Nation’s and or the combined company’s future operating results in a material adverse manner, we believe you should revise your MD&A section to include a discussion of the impact of this contract on the Company’s future operating results. The Staff is respectfully advised that Live Nation is currently operating its ticketing platform under a ten-year contract with CTS in the United States and several other countries. All costs related to the CTS agreement are currently recorded on the income statement of Live Nation. There are no additional costs under the CTS agreement that will be incurred solely due to the Merger, and, as a result, no adjustment to the pro forma income statement is required for the CTS agreement. In addition, Live Nation does not believe that any additional disclosure is required or appropriate at this time as the financial statement impacts of the CTS agreement are part of Live Nation’s current operations. Live Nation will continue to review the impact of the CTS agreement to ensure that future disclosures in Live Nation’s Exchange Act filings, including in the MD&A, are adequate. 3 October 21, 2009 The Merger could cause the Ticketmaster spin-off to become a taxable transaction, page 38 7. We note your response to our prior comment number 10. Please quantify or estimate, to the extent possible, the aggregate market value of the Ticketmaster common stock as of the date of the merger. Alternatively, describe how this amount might be determined. The disclosure on page 40 has been revised in response to the Staff’s comment. Background of the Merger, page 57 8. We note your response to prior comment 15. You state that the potential annual synergies are estimated at approximately $40 million. In certain of the board books provided to us pursuant to prior comment 1, we note that there are estimated synergies as high as [XX]. Please revise to clarify why you chose the figure that you disclosed and note that there were a range of estimates. The disclosure on page 60 has been revised in response to the Staff’s comment to clarify that the $40 million estimate includes only operating synergies. The Staff is respectfully advised that although the Live Nation board of directors and its financial advisors analyzed certain other types of possible synergies, the Live Nation board of directors only relied on estimated operating synergies and only estimated operating synergies have been disclosed because such other types of synergies were determined to be speculative and/or difficult to estimate. In addition, the Staff is further respectfully advised that certain estimated operating synergies were presented to the companies’ respective boards of directors as both before-tax and after-tax estimates. The disclosure on page 60 has also been revised to clarify that the $40 million of estimated operating synergies represents an after-tax estimate. 9. We note your response to prior comment 16. Please briefly disclose the reasons that Live Nation decided against the alternative business transactions discussed on page 57 that it considered. The disclosure on page 58 has been revised in response to the Staff’s comment. 10. In this connection, please revise to clarify what you mean by the proposed transaction with Live Nation being “more attractive” in the last paragraph on page 58. The disclosure on page 60 has been revised in response to the Staff’s comment. Live Nation’s Reasons for the Merger, page 61 11. We note your responses to prior comments 21 and 22. Please revise to clarify what you mean by “strategic advantages and other opportunities” in the first bullet on page 61. The disclosure on page 63 has been revised in response to the Staff’s comment. 4 October 21, 2009 Ticketmaster Entertainment’s Reasons for the Merger, page 66 12. We note your response to prior comment 21 and the second portion of prior comment 23. Please revise the fourth bullet point on page 66 to briefly disclose why the terms provided by the “other party” were considered unreasonable from the board’s perspective. The disclosure on page 68 has been revised in response to the Staff’s comment. 13. We note your response to the first portion of prior comment 23. Please disclose the basis for the conclusion by the board that the combined company will enjoy a “greater amount of free cash flows.” Does the board expect these amounts to be more than merely the sum of the current companies’ combined earnings and cash flows and if so, why? The disclosure on page 67 has been revised in response to the Staff’s comment. Opinions of Live Nation’s Financial Advisors, page 74 14. We note new disclosure on page 54 that you have completed several recent acquisitions or strategic agreements. Please revise your disclosure to make clear, if true, that the financial advisor opinions do not take into account these subsequent transactions. The Staff is respectfully advised that neither Live Nation nor Ticketmaster Entertainment has completed any material acquisition or, with the exception of the Merger Agreement, entered into any strategic agreement for any material acquisition since February 8, 2009, the earliest of the dates on which the opinions of Live Nation’s and Ticketmaster Entertainment’s respective financial advisors were delivered. In response to the Staff’s comment, Live Nation has, however, revised the disclosure on page 56 to clarify the timing of the acquisitions referenced in the Staff’s comment. Certain Financial Forecasts, page 70 15. We note that the financial projections used by Live Nation’s financial advisor contain certain line items that you have not included in the tables on page 71 and 72. Please tell us why you did not feel that inclusion of those line items was appropriate or revise. The Staff is respectfully advised that Live Nation has been advised by Goldman Sachs that financial projection line items included in its board presentation but not disclosed in the Registration Statement were included in Goldman Sachs’ board presentation for presentation purposes only but were not a primary basis of any of its financial analysis. Therefore, Live Nation has disclosed the financial projection line items that were primarily relied on by each of Live Nation’s financial advisors. 5 October 21, 2009 Discounted Cash Flow Analysis, page 78 16. We note your response to prior comment 26 and revisions in various places that multiples were established using the financial advisor’s “professional judgment and expertise.” Please provide additional disclosure in these instances that provides more meaningful information about how multiples were selected, since the expertise of the financial advisors is understood. We presume that the Staff’s comment refers to the following sentence in the description of the Present Value of Future Theoretical Share Price Analysis that began on page 79 of Amendment No. 2: “The range of enterprise value to forward EBITDA multiples used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience.” The disclosure on pages 80 and 81 has been revised in response to the Staff’s comment. In addition, in regard to the description of Deutsche Bank’s fairness opinion, the disclosure on pages 86 and 87 has also been revised to provide more meaningful information about how multiples were selected. 17. We note that Goldman Sachs used financial metrics of Live Nation and selected companies in determining the discount rates for these companies. Please identify these comparable companies. The disclosure on pages 80 and 81 has been revised in response to the Staff’s comment. 18. Please add the substance of your response to prior comment 32 to this section so that investors may better understand the underlying purpose of this analysis and the one immediately following it. In addition, please clarify that the analyses do not specifically address the fairness to Live Nation shareholders of the consideration being paid, but rather the increase in value of their shares as a result of the merger. The disclosure on page 80 has been revised in response to the first sentence of the Staff’s comment. In response to the second sentence of the Staff’s comment, the Staff is respectfully advised that both the Discounted Cash Flow Analysis and the Present Value of Future Theoretical Share Price Analysis were prepared by Goldman Sachs for purposes of providing its opinion to the Live Nation board of directors as to the fairness from a financial point of view to Live Nation of the exchange ratio pursuant to the Merger Agreement. The Staff is respectfully referred to page 82, which states that in arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it; rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. Discounted Cash Flow Analysis, page 84 19. We note that Deutsche Bank selected mid-point discou