M&A and Private Equity Insider Series

The Highest Valuation Pitch May Be the Wrong One

Choosing and managing advisers

A valuation pitch is not a buyer commitment

Ask what supports the number and how the adviser will test it.

Owners naturally notice the adviser who presents the highest valuation range. The risk is treating that estimate as if it were an offer.

An adviser’s valuation is an opinion formed before the market has tested the company. It may use comparable transactions, public-company trading data, discounted cash flow, or prior experience. Each method depends on judgment: which companies are comparable, which earnings adjustments will survive diligence, how much growth buyers will credit, and whether a strategic premium is realistic.

A high estimate can be well supported. It can also be a way to win the engagement and reset expectations later.

Ask every adviser to show the bridge from reported results to adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), identify the relevant buyer groups, and explain what those buyers would need to believe to support the range. Then ask for downside cases. What happens if the next quarter misses plan, a customer leaves, or financing conditions change?

Also evaluate the proposed process. A defensible valuation with broad buyer logic and disciplined execution is more useful than an ambitious number with no credible route to it.

The right adviser is willing to tell you both what the business may be worth and what could prevent the market from paying it. That candor helps an owner decide whether to prepare, proceed, or wait.

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