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Valuation Considerations

How we approach business valuations, financing and deal structuring.

FINANCING & STRUCTURING

No need for external financing

Our principals fully back every investment, eliminating the need for external financing. If external financing is ever required, we will clearly state it in our term sheet. This approach ensures deal certainty and fairness for all parties involved.

Simple 'cash' offers

We prefer straightforward cash offers. While we are open to various transaction structures, a cash offer is typically the easiest to execute and most transparent. In our experience, incentive-based structures like earnouts can lead to complications and friction between parties.

Practical deal structure

We strive to accommodate the unique needs and requirements of each vendor. Please communicate your priorities so we can tailor the deal structure accordingly. For example:

  • If there's an existing general manager interested in a management buyout but needs financing, we are open to partnering with your manager.
  • If there's a need to support employees or business partners (perhaps due to a verbal promise).
  • If the vendor wishes to continue working (or not).
  • If the vendor is willing to retain a minority stake and participate in future upside.
  • If there's no immediate need for cash (e.g., staged buyout or vendor financing in exchange for a higher price or interest income).
  • And other specific considerations.

VALUATION CONSIDERATION

Businesses are valued on a multiple of adjusted EBITDA

We value businesses based on a multiple of their adjusted EBITDA. This adjusted EBITDA represents the 'maintainable' and 'distributable' cash flow.

In other words, we assess how much cash can realistically be paid out as dividends each year. Key considerations include:

  • Adjustments for cyclicality, volatility, and non-recurring items over an economic cycle.
  • Maintenance capital expenditures (CapEx) or software development costs required to sustain the business.
  • Changes in working capital. Does the business require increasing working capital to sustain operations and growth?
Valuation multiple varies with quality of business

The valuation multiple we apply varies based on the quality of the business. We consider:

  • Potential for future business growth.
  • Revenue predictability, customer diversification, and overall business resilience.
  • Cyclicality and volatility of the business or its products.
  • Competitive landscape and dynamics within the industry.
Real estate / property

We do not invest in real estate.