M&A and Private Equity Insider Series

Adjusted EBITDA Part Three Acquisitions and Synergies

Earnings quality and buyer approval

Acquired earnings and buyer synergies are not the same adjustment

Keep stand-alone performance separate from value unique to a buyer.

Acquisitions create legitimate pro forma questions. If your company bought another business partway through the year, historical consolidated results may include only several months of its earnings. A pro forma schedule may show the combined company as though the acquisition had closed at the beginning of the period.

That calculation requires more than annualizing the acquired company’s last month. Reconcile its historical results, align accounting policies, remove intercompany activity, and identify integration costs or cost changes that accompany ownership. Use the same standards for positive and negative effects.

Buyer synergies are different. A strategic acquirer may be able to consolidate facilities, reduce duplicated overhead, improve purchasing, or sell your products through a larger channel. Those benefits can support a buyer’s strategic valuation, but they are not automatically part of your company’s stand-alone adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA).

Mixing buyer-specific savings into the seller’s earnings base creates two problems. The amount may depend on actions the buyer has not taken, and the seller may then seek both a higher EBITDA figure and a full valuation premium for the same benefit. Keep the calculations separate: normalized stand-alone EBITDA, acquisition-related pro forma effects, and buyer-specific synergies.

This separation makes negotiation clearer. It lets the seller demonstrate the business it has built while still asking a strategic buyer to share value created by the combination.

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