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      As a business owner, you may have a vision of exiting your business at some point, either to cash out the value that you have built, or de-risk your position whilst partnering with a private equity (PE) investor to support your growth. But how do you maximise the value of your business and achieve a successful outcome? What drives the value of your business?

      Ultimately, the value of a business is what the best bidder is willing to pay for it. The sales process, run by the right advisor, will ensure the most strategic buyers are approached and the opportunity articulated to them in a tailored way. This, alongside preparation and momentum, will maximise competitive tension, which will then dictate how far they go and how much buyer synergies (revenue and operational) you as the vendors can take the benefit of.

      From a methodology point of the view, the most common approach in arriving at a valuation is through a multiple of earnings.

      The multiple reflects the attractiveness and potential of your business, informed by a combination of qualitative and quantitative features. The multiple can vary significantly depending on the nature and the market of your business, but it is generally influenced by two key drivers: resilience and growth.

      Rick Stark

      Partner, Corporate Finance, Head of PE North

      KPMG in the UK



      Resilience focuses on the factors that are needed to maintain a business’s performance, and includes the quality and stability of your earnings (for example do you have recurring or reoccurring revenue), whether your service is discretionary or non-discretionary (eg regulatory driven), the nature of your customer base and your retention levels, the level of your differentiation and barriers to entry for new entrants, and the strength and depth team, amongst other factors. A resilient business means new customers won will be largely incremental to what you have.

      Growth focuses in on an assessment of the opportunity for growth and the company’s ability to realise it. PE investors will be looking closely at this, as they are typically looking to double the earnings of the business over a 4-year period to realise their target return on their investment. This is assessed with reference to the rate of historical and future organic growth, including how clear and achievable it appears, the inherent growth in and the size of the markets in which you operate, the potential for you to undertake M&A to accelerate growth, and your general scalability (operationally and cash conversion).

      The second part of the equation is earnings - being a measure of the sustainable cash flow generated by your business, usually based on revenue, EBITDA, or EBIT. Revenue multiples are generally used where revenue is recurring in nature (and therefore secure and predictable), with a low cost to serve, and where the business’ profit may be being suppressed by sustained investment to drive future growth. Revenue multiples are most typically associated with the technology sector. EBITDA is the most widely used measure in the M&A market, whereby it’s applied as a proxy for cash generated from trading. EBIT, meanwhile, is used for those businesses that are more capital intensive, where the assets of the business are required as part of delivering the service.

      The earnings are based on the historical and projected performance of your business, enhanced by any developments in the business (e.g.. new customers or markets) which are not yet fully reflected in your trading and adjusted for any one-off or non-underlying items that may distort the true picture of your profitability. There are a number of ways to present earnings, which your advisor will support you on. Whatever the approach you will need to ensure it can withstand the scrutiny of independent due diligence to avoid any price reductions.



      It is important to note though that the value of your business (Enterprise Value) is not the same as the amount of money you will receive from selling it (the Equity Value). You will be selling the business free of surplus cash and debt, and with a normal level of working capital. You and your advisors will therefore need to consider how to position all of these with buyers, as well as agreeing the terms and structure of the deal, such as if there is deferred consideration, earnouts, or rollover.


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