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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         Discounted Cash Flow Analysis.  Simmons  performed  various  discounted
cash flow  calculations  of  WellTech.  Net  present  values  were  based on the
projected unlevered cash flows for five years and employed an estimated terminal
value  derived as a multiple of six times EBDIT.  Cost savings  estimated by Key
and WellTech were not incorporated into the analysis.

         Simmons  discounted  to present value  projected  future cash flows and
terminal values of WellTech by applying after-tax discount rates ranging from 12
to 15 percent.  Based on these calculations,  Simmons derived net present values
of WellTech of approximately $34 to $38 million.

         The foregoing summary does not purport to be a complete  description of
the analyses  performed by Simmons.  The  preparation of financial  analyses and
fairness  opinion is a complex  process and is not  necessarily  susceptible  to
partial analysis or summary description. Simmons believes that its analyses (and
the summary set forth above) must be considered as a whole,  and that  selecting
portions of such  analyses  and of the factors  considered  by Simmons,  without
considering all of such analyses and factors, could create an incomplete view of
the process  underlying its opinion.  Simmons made no attempt to assign specific
weights to particular analyses. Any estimates contained in Simmons' analyses are
not necessarily  indicative of actual values, which may be significantly more or
less favorable than as set forth herein.  Estimates of values of companies do no
purport to be appraisals or  necessarily  reflect the prices at which  companies
may  actually  be  sold.  Because  such  estimates  are  inherently  subject  to
uncertainty, Simmons does not assume any responsibility for their accuracy.

   
         Simmons  confirmed,  as of March 4, 1996 its opinion dated December 29,
1995. In rendering  such  confirmations,  Simmons  performs  certain  procedures
related to its opinion and reviews  the  assumptions  on which such  opinion was
based  and  the  factors  considered  in  connection   therewith.   Simmons  has
considered,  and will consider,  among other things, Key's and WellTech's recent
financial performance and recent market conditions and developments based on the
foregoing.
    

         As compensation  for rendering its fairness opinion and other financial
advisory services,  Key has agreed to pay Simmons as its financial advisor total
fees  of  approximately  $440,000,  of  which  approximately  $405,000  will  be
outstanding and payable upon consummation of the Merger.  Key has also agreed to
reimburse   Simmons  for  certain  expenses  incurred  in  connection  with  its
engagement and to indemnify  Simmons and certain related persons against certain
liabilities and expenses relating to or arising out of its engagement, including
certain  liabilities  under  federal  securities  laws.  There were no  material
relationships  between Key or WellTech and Simmons at its financial  advisor and
no  compensation  was paid,  except as noted above, by Key to Simmons during the
past two years.  Simmons did not negotiate  the terms of the Merger  between Key
and WellTech.


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