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Title: |
Opinion Letter |
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Date: |
2002 |
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Preview shows 4KB of 25KB total |
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$41 |
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ID: |
#290816 |
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[VALUATION RESEARCH CORPORATION LETTERHEAD]
(11/21/02) DRAFT -- FOR DISCUSSION PURPOSES ONLY
November __, 2002
Board of Directors
Glacier Water Services, Inc.
2651 La Mirada Drive, Suite 100
Vista, CA 92083
Ladies and Gentlemen:
This opinion letter is provided by Valuation Research Corporation ("VRC"),
reporting the performance of certain limited procedures set forth herein at the
request of the Board of Directors of Glacier Water Services, Inc. ("Glacier" or
the "Company"). The opinion is issued in connection with a proposed exchange
transaction (the "Exchange") described in an Offer to Exchange 9-1/16%
Cumulative Trust Preferred Securities of Glacier Water Trust I For Up to
[1,151,750] Shares Of Common Stock Of Glacier Water Services, Inc. (the
"Offer").
VRC has been asked to provide its opinion, pursuant to the terms of the Offer,
that the Fair Value of the assets of the Company exceeds and will exceed its
liabilities, including Stated Liabilities and Identified Contingent Liabilities,
by an amount at least equal to the total par value of its capital stock and,
accordingly, immediately before and immediately after the Exchange, the Company
will not have Impaired Capital as prohibited by Section 160 of the Delaware
General Corporate Law (DGCL).
For purposes of this opinion, the following terms are defined:
(a.) Fair Value
The amount at which the aggregate assets of the Company would change
hands on a going concern basis between a willing buyer and a willing
seller, within a commercially reasonable period of time, each having
reasonable knowledge of the relevant facts, neither being under any
compulsion to act, with equity to both.
{PAGE}
VALUATION RESEARCH CORPORATION
Board of Directors November __, 2002
Glacier Water Services, Inc. Page 2
(11/21/02) DRAFT - FOR DISCUSSION PURPOSES ONLY
(b.) Stated Liabilities
The recorded liabilities of the Company as of ______ __, 2002 as
determined in accordance with generally accepted accounting principles
(GAAP), consistently applied, giving effect to the Exchange, all of
which information has been provided to VRC by representatives of the
Company responsible for financial and accounting matters. VRC has made
inquiries of the management of the Company and been advised that there
has been no material change in the Stated Liabilities of the Company
between _____ __, 2002 and the date of the Exchange (exclusive of the
transactions contemplated under the Exchange), and, based upon its
inquiries in connection with this opinion, VRC has no reason to believe
that there has been any such material change.
(c.) Identified Contingent Liabilities
The maximum reasonably estimated amount of liabilities that may result
from pending litigation, asserted or threatened claims and assessments,
guaranties, environmental conditions, uninsured risks, future tax
liabilities and other contingent liabilities as identified and
explained to VRC in terms of their nature and estimated dollar
magnitude by responsible representatives of the Company. These
contingent liabilities may not meet the criteria for accrual under
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