Strategic buyers value companies based on both standalone performance and buyer-specific upside such as synergies, strategic fit, and competitive positioning. This article explains how acquirers move from normalized earnings and standalone value to synergy-adjusted enterprise value, purchase price, and actual seller proceeds in a live M&A process.
Private equity firms value companies by underwriting sustainable cash flow, growth durability, leverage capacity, and exit economics rather than relying on a headline multiple alone. This article explains how sponsors move from normalized EBITDA to enterprise value, equity value, and actual seller proceeds in a live M&A process.
A founder-focused guide explaining how enterprise value becomes equity value, cash at close, and total seller proceeds after net debt, working capital, fees, escrow, rollover equity, seller notes, earnouts, taxes, and timing.
Earnouts in M&A can bridge valuation gaps between buyers and sellers, but they also introduce execution risk and complexity. This guide explains how earnouts work, how they affect cash at closing, common structures, real examples, and what sellers must negotiate to protect value in a transaction.
Rollover equity in M&A allows sellers to reinvest part of their proceeds into the post-closing business instead of taking all consideration in cash at closing. This guide explains how rollover equity works, why private equity buyers require it, how it affects cash at closing, what “second bite of the apple” really means, and what sellers should negotiate before agreeing to roll.
Seller notes are a common financing structure in middle-market M&A. Learn how seller financing works, why buyers use it, and how it affects deal structure and seller proceeds.
A seller-focused guide to enterprise value, equity purchase price, purchase consideration, transaction value, closing adjustments, and the difference between headline value and cash at closing.
A practical guide to run-rate EBITDA in M&A, including meaning, formula, annualization methods, run-rate adjustments, TTM and LQA comparisons, quality of earnings validation, valuation impact, private equity use, and seller preparation.
TTM EBITDA measures a company’s most recent twelve months of operating earnings. Learn how trailing twelve month EBITDA is calculated, how buyers use it in M&A valuation, and how it compares with run-rate and normalized EBITDA.
A transaction-focused guide to bridging EBITDA into free cash flow, FCFF, levered cash flow, debt paydown capacity, valuation support, and buyer underwriting in middle-market M&A.