Understanding Valuation Multiples: Why Your Business is Unique and What Factors Influence the Range

Initial conversations with sellers almost always include a variant of, "In my industry the multiple is x." That's usually a gross oversimplification: Multiples (and their implied valuations) are best thought of as ranges - sometimes large ones, and the key is to locate the seller's business within that range.

For example, middle market targets tend to sell at 4-11x adjusted EBITDA. That's a huge range, but, then again, there's a huge range of middle market companies.

So, what goes into the range? Risk and de-risking factors:

Size
Growth
Profitability
Reliable cash flow
Market position
Confidence in historical financials
Confidence in projections
Capital requirements (including for CapEx)
Industry factors
Management (including bonuses and non-competes)
Key-person issues
Related-party issues (leases and contract counterparties)
Customer diversification (or concentration)
Supplier diversification (or concentration)
Product / service diversification (or concentration)

There are too many factors to count, but the bottom line is that every company's multiple is unique because its circumstances are unique.

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What is Working Capital and How Does it Work in M&A Transactions?

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How to Choose the Right Bidder in a Sell-Side M&A: Evaluating LOIs