M&A & PRIVATE CAPITAL

Key concepts for understanding enterprise value.

EBITDA, cash flow, valuation multiples, Enterprise Value, leverage and returns tell different parts of the same story.

Understanding them means looking at a business through the lens of those assessing its quality, risk, potential and capacity to create value.

Mizzau & Partners has collected the key concepts used in the dialogue between entrepreneurs, management teams, institutional investors, and advisors.

Knowing a metric is not enough.

You must understand what it reveals about the business — and what it does not.

READING ENTERPRISE VALUE

Numbers alone don't determine value. They help understand its drivers.

The same revenue growth or the same EBITDA can lead to entirely different valuations.

Quality of earnings, margins, cash generation, capital intensity, leverage, customer concentration, competitive positioning, governance, and management depth all contribute to the interpretation of value.

This is why no single metric should be analyzed in isolation.

01 — PERFORMANCE

The quality of performance precedes the multiple.

EBITDA

What it is

EBITDA is operating profit before interest, taxes, depreciation and amortisation. With the necessary qualifications, it isolates operating profitability before financing structure and non-cash charges.

Why it matters

In an M&A dialogue it provides a common starting point for reading performance and applying measures such as EV/EBITDA. It helps assess the economic scale of the operating model; it does not determine value on its own.

What it misses

EBITDA is not cash: it excludes CapEx, working capital, taxes, interest and the funding required by the business. Reported EBITDA may also differ from Adjusted EBITDA after normalisations that are more or less supportable.

Investor Lens

An investor rebuilds the sustainable base, separating organic growth, isolated events and genuinely repeatable revenue. The next questions are how much EBITDA converts to cash and whether each adjustment is evidenced, consistent and compatible with the forward plan.

EBIT

What it is

EBIT is operating profit after depreciation and amortisation but before interest and taxes. It therefore includes the accounting consumption of the assets used to produce the result.

Why it matters

It makes profitability visible after the historical cost of infrastructure and intangible assets. That is useful when comparing businesses with different capital intensity or testing whether margins support the reinvestment the model requires.

What it misses

EBIT is not a cash flow: it depends on useful lives, impairment and accounting policy, and excludes working capital, actual CapEx and payment timing. A negative EBIT can also make some multiples and coverage ratios uninformative.

Investor Lens

Institutional analysis reconciles EBIT and EBITDA with the depreciation schedule, asset age and maintenance CapEx. The gap between the measures is meaningful only when connected to the real intensity and quality of reinvestment.

EBITDA Margin

What it is

EBITDA Margin is EBITDA divided by revenue for the same period. It expresses the operating profitability, before depreciation, interest and taxes, retained from each unit of revenue.

Why it matters

It helps show pricing, mix and operating leverage as scale changes and supports cautious comparison within a sector. Its direction over time often says more than a single reported level.

What it misses

A high margin does not imply equivalent Free Cash Flow: working capital, CapEx and taxes may absorb the difference. Non-recurring revenue, different mix or inconsistent cost classification can make two margins appear more comparable than they are.

Investor Lens

An investor analyses margin by product, customer and cohort, separating price, productivity and mix effects. The aim is a defensible margin, not one maintained by under-investing in people, technology or sales and pushing the cost into the future.

Revenue Growth

What it is

Revenue Growth measures the change in revenue over a period, separating organic growth, acquisitions, currency and perimeter changes where possible. It may be expressed year over year or as a CAGR.

Why it matters

It reveals the demand being served, commercial execution and expansion of the addressable market. In valuation it matters because it supports future scale, but only when growth retains economic quality and capital discipline.

What it misses

More revenue does not automatically create more value: price, mix, margin and working-capital needs can deteriorate. Acquired growth or growth concentrated in a few customers may be less repeatable than the aggregate number suggests.

Investor Lens

An investor rebuilds the price-volume-mix bridge and separates organic growth from M&A. Retention, churn, backlog, concentration and contract quality are tested alongside the conversion of growth into EBITDA and cash under credible scenarios.

Gross Margin

What it is

Gross Margin is the share of revenue left after costs directly attributable to goods or services sold, expressed as a percentage of revenue. The cost perimeter must be consistent across periods and peers.

Why it matters

It helps read pricing power, unit economics and exposure to inputs and suppliers before sales and corporate overhead. It is an early indicator of the capacity to fund growth and reinvestment.

What it misses

It is not overall profitability: marketing, R&D, people, overhead and CapEx remain outside it. Different allocations, product mix and the treatment of service costs can make apparently similar margins misleading.

Investor Lens

Analysis follows margin by line and customer, its resilience to inflation and discounting, and the cost of serving each unit of revenue. A stable margin is more credible when it does not rely on deferred costs or a temporarily favourable mix.

Recurring Revenue

What it is

Recurring Revenue is the portion of revenue expected to repeat through continuing contracts, subscriptions or repeat consumption. It is not automatically the same as contracted value or a guarantee of renewal.

Why it matters

It improves visibility over revenue and cash and makes a business plan easier to understand. Recurrence can reduce perceived risk and support a stronger valuation when it is profitable and defensible.

What it misses

Renewable contracts still carry churn, repricing, concentration and delivery-cost risk. Contract form and duration alone do not prove retention, pricing power, collection or the ability to preserve margin.

Investor Lens

An investor defines the metric and reconciles ARR, recognised revenue and cash. Gross and net retention, renewals, price increases, concentration and margin after delivery costs receive more scrutiny than the label itself.

Cash Conversion

What it is

Cash Conversion measures how much of an operating result becomes cash over a period. The convention must be stated: for example, Operating Cash Flow/EBITDA or Free Cash Flow/EBITDA.

Why it matters

It connects economic performance with the liquidity available to fund investment, reduce debt or support growth. Its pattern over time helps show whether EBITDA is economically monetisable.

What it misses

No percentage can be interpreted without knowing whether taxes, interest, working-capital movements and CapEx are included. Seasonality, supplier timing or deferred investment can temporarily inflate the ratio.

Investor Lens

An investor starts with the EBITDA–OCF–FCF bridge, normalises seasonality and separates maintenance from growth CapEx. The question is whether conversion remains repeatable as the business scales, not whether the latest year was favourable.

02 — CASH & LEVERAGE

Earnings tell one part of the story. Cash reveals how much value can be financed.

Operating Cash Flow

What it is

Operating Cash Flow (OCF) is cash generated by operating activities, normally after operating costs, taxes and working-capital movements under the stated convention. It is not an automatic conversion of EBITDA.

Why it matters

It shows whether the day-to-day model produces liquidity before investment in assets and before financing structure. That is the starting point for understanding whether growth can be funded without continual external capital.

What it misses

OCF does not measure the CapEx required to maintain or expand productive capacity. Accounting standards and cash-flow statements can classify interest and taxes differently, so the perimeter must be stated before comparing figures.

Investor Lens

An investor starts with the cash-flow statement and reconciles EBITDA, earnings, non-cash items, working capital, taxes and interest. Collections, inventory and seasonality are tested to separate structural weakness from a temporary timing effect.

Free Cash Flow

What it is

Free Cash Flow (FCF) is the cash remaining after operations and required investment. In valuation, unlevered FCF is measured before interest and debt repayment and discounted at WACC to estimate Enterprise Value; levered FCF is after debt service and belongs to equity.

Why it matters

It connects performance, reinvestment and resources actually available to reduce debt, fund acquisitions or return capital. Stating the convention avoids comparing cash available to all capital providers with cash available only to shareholders.

What it misses

High FCF can reflect deferred maintenance or growth investment, while negative FCF may fund rational expansion. Investment, working capital, taxes and interest must be made explicit because company definitions are not always comparable.

Investor Lens

Institutional analysis separates unlevered and levered FCF, maintenance and growth CapEx, and normalised working-capital needs. It also tests cash under different revenue, margin and investment scenarios rather than relying only on the base case.

Working Capital

What it is

Net operating working capital is operating current assets, such as receivables and inventory, less operating current liabilities, such as trade payables. An increase in the requirement consumes cash; a release provides it.

Why it matters

It shows how much liquidity the business must advance before sales become collections. Rapid growth can therefore fund more receivables and inventory before producing cash, even while EBITDA is rising.

What it misses

The appropriate level depends on sector, seasonality, terms and the items included. A year-end snapshot may be unusual, and stretching suppliers can improve cash today while transferring pressure to the supply chain.

Investor Lens

An investor normalises the monthly profile and analyses DSO, DIO and DPO alongside overdue balances, returns and obsolescence. The question is whether terms reflect sustainable commercial strength or a temporary action the plan cannot repeat.

CapEx

What it is

CapEx, or Capital Expenditure, is spending to acquire or improve tangible and intangible assets such as plants, equipment, software and facilities. Maintenance CapEx preserves existing capacity; Growth CapEx expands it.

Why it matters

It connects current profitability with the future ability to serve customers and defend the competitive position. The reinvestment required determines how much EBITDA can genuinely become distributable cash or repay debt.

What it misses

The maintenance/growth split requires judgement and economic benefits arrive over time. Spending on people, development or technology may be expensed rather than capitalised, making reported CapEx an incomplete measure of reinvestment.

Investor Lens

A buyer rebuilds historical spend, the asset-replacement cycle and the pipeline, testing whether the plan understates maintenance. It also assesses the return and timing of Growth CapEx rather than treating every project as value creation.

Net Debt

What it is

Net Debt is gross financial debt less available cash and cash equivalents. In a transaction, the perimeter may also include debt-like items, leases, overdue liabilities and other items defined in the documentation.

Why it matters

It measures financial exposure after available liquidity and helps bridge Enterprise Value to Equity Value. It also indicates how much future cash is already committed to servicing capital.

What it misses

Not all cash is distributable and not every relevant liability appears as a bank loan. The treatment of leases, factoring, earn-outs, taxes and debt-like items can materially change the result.

Investor Lens

An investor builds a bridge from gross debt to Net Debt using verified bank balances, restricted cash and debt-like liabilities. The delivered working-capital level and transaction-specific adjustments are reviewed alongside the headline balance.

Net Debt / EBITDA

What it is

Net Debt/EBITDA compares net debt with EBITDA for a defined period, often historical, forecast or adjusted. It is a summary leverage measure, not the number of years the company will actually take to repay debt.

Why it matters

It lets lenders and investors relate debt, operating scale and potential deleveraging capacity. It is useful for reading covenants and capital structure when the denominator genuinely represents normalised economics.

What it misses

It treats EBITDA as a proxy for cash and ignores CapEx, taxes, working capital and interest. With zero or negative EBITDA the ratio is not meaningful; interpretation also depends on sector, cash-flow stability, cyclicality, growth, asset intensity and financing structure.

Investor Lens

An investor defines debt and EBITDA precisely, tests adjustments and follows the forward trajectory. Revenue, margin, rate, CapEx and working-capital downside cases matter more than any universal threshold when assessing debt-service sustainability.

Interest Coverage

What it is

Interest Coverage measures how many times an operating result covers period interest, typically EBIT/interest or EBITDA/interest under the stated convention. The numerator and interest perimeter must remain consistent.

Why it matters

It indicates resilience to the cost of debt and changes in rates. It complements leverage: two companies with the same Net Debt/EBITDA may have very different ability to pay interest.

What it misses

It does not measure principal repayment, CapEx or working-capital needs. Negative EBIT makes the ratio economically uninformative, while capitalised, one-off or floating-rate interest can distort comparisons.

Investor Lens

Banks and investors review the contractual definition and stress margins, rates and refinancing. The question is not merely how many times interest is covered today, but whether coverage remains credible in a downside case.

Debt-to-Equity

What it is

Debt-to-Equity compares financial debt with book shareholders' equity under a definition that may include or exclude leases and other liabilities. It describes capital composition, not the dynamic ability to generate cash.

Why it matters

It helps show how financial risk is shared between creditors and shareholders and how distributions, losses or capital contributions have shaped the balance sheet. It complements rather than replaces cash-flow metrics.

What it misses

Book equity can diverge from economic value and become negative after losses or distributions, making the ratio uninformative or misleading. Debt definition and intangible assets can further reduce comparability.

Investor Lens

An investor reads the ratio with Net Debt, cash flow, maturities and covenants. The analysis asks whether book equity is genuinely available to absorb volatility, rather than relying on a balance-sheet snapshot alone.

03 — VALUATION

Price and value are not the same thing.

Enterprise Value

What it is

Enterprise Value (EV) is the value attributed to the operating business for all capital providers, before considering how it is financed. In a simplified bridge it starts with Equity Value and adds Net Debt, subject to relevant adjustments.

Why it matters

It enables comparison between companies with different debt structures and underpins multiples such as EV/EBITDA and EV/Revenue. In a transaction it describes the operating asset, not the final proceeds received by shareholders.

What it misses

EV is not a universally exhaustive measure of price: non-operating assets, leases, debt-like items, restricted cash, working capital and contract terms may require transaction-specific adjustments. It does not by itself capture a buyer's synergies or risk assessment.

Investor Lens

An investor tests the perimeter, EBITDA quality and every item bridging EV to equity consideration. Growth, cash conversion, risk, competitive position and plan credibility are read alongside the number rather than treated as separate from it.

Equity Value

What it is

Equity Value is the value attributed to shareholders' capital after considering net financial debt and other relevant adjustments. In simplified form: Enterprise Value − Net Debt ± other adjustments = Equity Value.

Why it matters

It is the economic reference for the value of the stake transferred and the gross proceeds due to shareholders in a sale. It makes clear the distinction between the operating business and claims held by other capital providers.

What it misses

The bridge is not a universally exhaustive list: debt-like items, unavailable cash, target working capital, investments and specific liabilities can change the outcome. Equity Value is also a poor measure for comparing operating efficiency across different capital structures.

Investor Lens

An investor rebuilds the bridge line by line and tests the negotiated definitions of Net Debt and working capital. Dilution, minority rights, guarantees and the price mechanism are considered before equating Equity Value with net cash proceeds.

EV/EBITDA

What it is

EV/EBITDA is Enterprise Value divided by EBITDA for a selected period, which may be historical, forecast or adjusted. The multiple expresses how many times an operating-profit measure the market or a transaction attributes to the enterprise.

Why it matters

It provides a rapid language for comparing companies and deals with different financing structures. It is a useful starting point for triangulating value, not a shortcut around performance analysis.

What it misses

EBITDA excludes CapEx, working capital, taxes and interest, and the ratio becomes uninformative when EBITDA is zero or negative. An observed multiple may also reflect perimeter, control, liquidity or synergy premiums and discounts.

Investor Lens

Two companies with identical EBITDA can command different multiples because of growth, margin quality, recurring revenue, cash conversion, customer concentration, scalability, management depth, sector, risk and strategic optionality. Reported and Adjusted EBITDA must also be tested.

EV/Revenue

What it is

EV/Revenue is Enterprise Value divided by revenue for a stated period. It is a multiple of commercial scale rather than profitability and requires a consistent definition of recognised revenue and perimeter.

Why it matters

It can help read expanding companies or models that have not yet reached positive EBITDA while margins and cash are still being built. It is most useful when compared with businesses that have similar unit economics.

What it misses

Revenue does not prove value creation: low margins, acquisition costs, CapEx and working capital can make growth destructive. When EBITDA is negative the multiple avoids a negative denominator, but it does not resolve uncertainty about future profitability.

Investor Lens

An investor examines gross margin, retention, churn, cost to serve and the credible route to EBITDA and FCF. One-off revenue, mix and recognition are normalised before an observed multiple is transferred to another business.

P/E

What it is

P/E, or Price-to-Earnings, divides price per share by earnings per share (EPS); equivalently, it divides equity value by net income attributable to shareholders, on a consistent basis. Unlike EV-based multiples, it already incorporates interest, taxes and the financing structure.

Why it matters

It is familiar in public markets and can help compare mature companies with reasonably consistent accounting and capital structures. In the right context it summarises how much the market pays for a unit of earnings.

What it misses

Tax rates, leverage, exceptional items, amortisation and distribution policy can distort it; with zero or negative earnings it is uninformative. In M&A and Private Equity it separates operating performance from financing less effectively.

Investor Lens

An investor rebuilds normalised earnings and tests quality, growth and capital requirements before comparing P/E. It is generally a cross-check alongside EV-based metrics and a direct reading of cash generation.

DCF — Discounted Cash Flow

What it is

DCF estimates Enterprise Value by discounting expected unlevered Free Cash Flow from the operating business at an appropriate WACC. It is a model of scenarios and assumptions, not proof of a true value independent of judgement.

Why it matters

It makes explicit how revenue, margins, reinvestment and risk are expected to produce cash over time. It allows strategic scenarios to be compared and shows which operating levers support value beyond a multiples benchmark.

What it misses

It is analytically disciplined but highly sensitive to growth, margins, cash conversion, CapEx, working capital, WACC and terminal growth. Terminal Value can represent a substantial share of the total result, making long-term assumptions and sensitivity analysis decisive.

Investor Lens

An investor judges the assumptions, not only the central output: unlevered FCF, WACC and terminal value are reconciled, then range, downside and consistency with market evidence and management capacity are tested. Robustness comes from several credible scenarios.

01 — FREE CASH FLOW FORECAST

Revenue, margins, operating taxes, working-capital movements and CapEx are projected to derive unlevered FCF during the explicit period. The forecast must distinguish growth from the reinvestment it requires rather than treating EBITDA as cash.

02 — DISCOUNT RATE / WACC

WACC discounts the cash flows for operating risk and a capital mix appropriate to the enterprise. Judgement is required on peers, risk premium, cost of debt, tax and the reference financing structure.

03 — TERMINAL VALUE

Terminal Value represents cash beyond the explicit forecast, using a perpetuity-growth method or an exit multiple. It can weigh heavily on total value, so steady-state growth, margins, reinvestment and sensitivity are central rather than incidental.

WACC

What it is

WACC, or Weighted Average Cost of Capital, is the after-tax weighted cost of debt and equity under a capital mix consistent with the business and its risk. In a DCF it discounts unlevered FCF.

Why it matters

It translates the return required by capital providers into a rate for taking the enterprise's operating risk. A coherent rate compares future enterprise cash with invested capital without confusing enterprise and equity flows.

What it misses

It is an estimate rather than a single observable measure: peers, beta, risk premium, debt cost, tax and capital structure involve sensitive choices. A poorly calibrated WACC, or one applied to levered cash flows, makes the valuation conceptually inconsistent.

Investor Lens

An investor tests whether the risk and capital structure used in WACC fit the business rather than only larger listed peers. Rate and terminal-growth sensitivities are reviewed alongside the operating case, debt profile and terminal value.

Terminal Value

What it is

Terminal Value is the present value of cash generated beyond the explicit DCF horizon. It may be estimated from perpetual growth in a normalised FCF or an exit multiple, with assumptions consistent with the business.

Why it matters

It captures the economic continuity of the company after the detailed plan period. It requires explicit judgement about steady-state margins, reinvestment, growth and the competitive advantages that can reasonably endure.

What it misses

It can form a substantial component of Enterprise Value, making the result highly sensitive to WACC, terminal growth and normalised FCF. It is not a neutral residual or permission to assume perpetual growth without capital and defensible advantages.

Investor Lens

An investor tests terminal value through sensitivity, multiple cross-checks and a reinvestment path consistent with steady-state growth. If the output depends mostly on the distant horizon, the discussion belongs on assumptions rather than apparent numerical precision.

Trading Comparables

What it is

Trading Comparables estimate a value range from multiples at which comparable listed companies are valued by the market. Selection depends on business model, sector, growth, margins, risk and scale, not merely an industry label.

Why it matters

They provide an observable, current reference for calibrating EV or equity and for checking a DCF. They help distinguish a company-specific assumption from what public markets recognise in relevant peers.

What it misses

Listed companies have different liquidity, governance, capital access and scale from a private SME; market period and sentiment also move multiples. A peer's multiple does not automatically transfer its quality, risk or control rights to the target.

Investor Lens

An investor builds a defensible peer set, uses distributions rather than one data point, and normalises period, accounting and capital. Size, liquidity, growth and margin differences are considered before applying any discount or premium.

Precedent Transactions

What it is

Precedent Transactions use multiples observed in recent M&A deals involving comparable companies. The data reflects the price paid for a specific perimeter, stake and negotiating context, not an abstract quotation for the business.

Why it matters

They bring valuation closer to private acquisition reality and may include control and synergies that market prices do not express in the same way. They help frame expectations and transaction dynamics.

What it misses

Public data is incomplete, and deals differ in urgency, financing, perimeter, quality, market cycle and buyer synergies. A control or strategic premium paid in one case is not automatically repeatable.

Investor Lens

An investor reconstructs the deal's EV, EBITDA or revenue and separates control, synergy and exceptional-condition effects. Economic comparability matters more than recency, and the method is triangulated with trading comps and DCF.

04 — M&A

A transaction is not just about the price.

Strategic buyer

What it is

A strategic buyer is a company assessing an acquisition to extend its industrial, commercial or technological perimeter.

Why it matters

Its rationale shifts the conversation beyond price toward industrial logic: access to markets, capabilities, production capacity or competitive positioning.

What it misses

Industrial interest does not guarantee a stronger offer or effective integration. Expected synergies may be uncertain or require significant investment.

Investor Lens

An investor examines the fit between the asset, the industrial plan, integration capacity, organisational culture and post-closing responsibilities.

Financial sponsor

What it is

A financial sponsor is an institutional investor acquiring an equity stake to support growth and create value over time.

Why it matters

It brings capital, governance discipline and a structured view of growth drivers, risk management and possible future options.

What it misses

Capital does not replace industrial quality. A sponsor's mandate, time horizon and realisation objectives may differ from those of the entrepreneur.

Investor Lens

The discussion considers management, cash generation, governance, execution capability, plan resilience and the fit between partner and trajectory.

Control premium

What it is

A control premium is the component of value associated with the direction and decision rights obtained through an acquisition of control.

Why it matters

It distinguishes the value of a controlling interest from a stake without the ability to shape strategy and management.

What it misses

It is neither a fixed percentage nor an automatic entitlement for a buyer. It depends on governance, liquidity, process competition and credible synergies.

Investor Lens

Institutional analysis separates stand-alone value, acquired rights and buyer-specific benefits, avoiding the capitalisation of purely theoretical opportunities.

Synergies

What it is

Synergies are incremental benefits expected from combining two organisations, such as additional revenue, efficiencies or shared capabilities.

Why it matters

They make the industrial rationale explicit and explain why a buyer may value an asset differently from its stand-alone position.

What it misses

Synergies may require time, integration costs and organisational change. An undocumented estimate is not value already realised.

Investor Lens

Analysis looks for measurable drivers, owners, timing, operating dependencies and execution risks, separating buyer benefits from intrinsic business quality.

Due diligence

What it is

Due diligence is a structured review of financial, commercial, operational, tax and legal information before a transaction.

Why it matters

It reduces information asymmetry and tests whether results, risks, contracts, assets and prospects match the initial representation.

What it misses

It does not remove uncertainty or replace strategic judgement. Conclusions depend on scope, available evidence and the questions asked.

Investor Lens

An investor connects the workstreams: normalised performance, customers, working capital, people, governance, contingent liabilities and plan execution.

Quality of Earnings

What it is

Quality of Earnings assesses how far reported results reflect a sustainable, recurring and representative earnings base from ordinary activity.

Why it matters

It helps establish whether historical EBITDA is a reliable starting point for understanding performance, value and prospects.

What it misses

Normalisations require judgement and do not create a certain forecast. Adjusted earnings alone do not describe cash needs or risk.

Investor Lens

Attention goes to non-recurring items, cut-off, customer concentration, pricing, margins, owner costs and consistency between earnings and cash.

Earn-out

What it is

An earn-out is a portion of consideration made conditional on future performance metrics or events defined in the agreement.

Why it matters

It can bridge a gap between seller and buyer expectations while keeping attention on continuity and post-closing results.

What it misses

Its effectiveness depends on precise metrics and control over the decisions that influence them. It can create complexity, disputes or opportunistic behaviour.

Investor Lens

The discussion examines definitions, period, accounting principles, data access, management responsibilities and scenarios that make outcomes verifiable.

Locked box

What it is

A locked box sets the price by reference to historical financial information, fixing an economic date and restricting subsequent transfers of value.

Why it matters

It provides greater price certainty at closing and makes the review of the reference-date position particularly important.

What it misses

Certainty depends on reliable historical accounts and a clear leakage definition. It does not automatically absorb operating changes or risks emerging later.

Investor Lens

An investor assesses the reference-date quality, flows between signing and closing, permitted items and the traceability of information.

Completion accounts

What it is

Completion accounts are post-closing accounts used to determine, under agreed principles, cash, debt, working capital and other price adjustments.

Why it matters

They link the final consideration to the company's actual position at completion rather than fixing it entirely from earlier information.

What it misses

The outcome may depend on definitions, estimates and consistent application; interpretive differences can make the final determination complex.

Investor Lens

Quality depends on clear principles, continuity with historical reporting, preparation responsibilities and verifiability of each item.

SPA — Share Purchase Agreement

What it is

An SPA, or Share Purchase Agreement, is the agreement governing the sale of shares and the transaction's principal economic and operational conditions.

Why it matters

It makes price, adjustment mechanism, conditions, information duties and allocation of key risks explicit between the parties.

What it misses

It is a contractual framework for a specific transaction, not a guarantee of industrial outcomes or a substitute for professional advice.

Investor Lens

The economic reading tests consistency between price structure, due diligence, protections, interim governance and the plan's assumptions.

05 — PRIVATE EQUITY

Investor returns stem from the transformation of the enterprise.

LBO — Leveraged Buyout

What it is

An LBO is an acquisition in which equity and debt together finance the purchase of a controlling interest.

Why it matters

It makes visible how entry price, capital structure, cash generation and the industrial path interact in value creation.

What it misses

Debt amplifies positive and negative outcomes. Sustainability depends on cash flow, volatility, investment needs, financing conditions and business performance.

Investor Lens

An investor examines cash generation, progressive deleveraging, operational improvement and an exit value consistent with the market context.

Entry multiple

What it is

An entry multiple is the multiple applied to a company metric, often EBITDA, to express the implied value at the time of investment.

Why it matters

It describes the valuation starting point and allows price, business quality and embedded expectations to be considered together.

What it misses

A multiple cannot be read without a normalised metric, sector, growth, risk and cash quality. An isolated numerical comparison can mislead.

Investor Lens

The assessment considers earnings sustainability, recurring revenue, positioning, capital required for growth and the difference between theoretical value and negotiated price.

Exit multiple

What it is

An exit multiple is the multiple applied to a company metric to estimate value at a disposal or subsequent change of ownership.

Why it matters

It shows how returns depend not only on internal growth but also on market perception and the conditions prevailing at exit.

What it misses

It cannot be observed with certainty in advance. Comparing entry and exit can hide changes in sector, risk, liquidity and performance quality.

Investor Lens

An investor tests whether the outcome comes from industrial improvement, earnings growth, debt reduction or simple multiple expansion.

Leverage

What it is

Leverage describes the use of debt relative to equity or a company's economic capacity to finance an investment.

Why it matters

It helps explain how the capital structure distributes risk and return between lenders and shareholders during an investment journey.

What it misses

There is no universally valid threshold. Interpretation depends on sector, cash-flow stability, cyclicality, growth, asset intensity and financing conditions.

Investor Lens

Analysis connects debt, interest, available cash, reinvestment needs and resilience under different operating scenarios.

IRR — Internal Rate of Return

What it is

IRR is the annual rate that makes the net present value of invested and received cash flows equal to zero, accounting for their timing.

Why it matters

It captures the speed at which capital generates a return and, cautiously, allows journeys of different duration to be compared.

What it misses

It is highly sensitive to cash-flow timing and does not show how many pounds or euros were created. A high IRR is not necessarily a better investment.

Investor Lens

It should be read with duration, size and certainty of cash flows, MOIC, risk, leverage, operational growth and exit conditions.

MOIC — Multiple of Invested Capital

What it is

MOIC divides the sum of distributed proceeds and the investment's remaining value by invested capital, without annualising the outcome. For a fully realised investment, there is no remaining value.

Why it matters

It gives an immediate view of capital multiplication and helps describe the absolute value created by the transaction.

What it misses

It ignores time and cash-flow sequence: the same MOIC can result from very different durations. It does not by itself measure risk, liquidity or industrial quality.

Investor Lens

An investor reads it alongside IRR and traces the result to growth, cash generation, debt reduction, multiple movement and distributions.

Buy-and-build

What it is

Buy-and-build is an aggregation strategy that develops a platform through the integration of complementary acquisitions.

Why it matters

It can accelerate scale, geographic coverage, capabilities and breadth of offering where a repeatable industrial rationale exists.

What it misses

Acquisition-led growth does not replace the quality of the initial core. Integration, culture, systems, price and management capacity can constrain outcomes.

Investor Lens

Assessment considers the industrial thesis, selection discipline, operating fit, required capital and the ability to integrate without losing focus.

Platform company

What it is

A platform company is the business around which a broader, coherent industrial and aggregation project can be developed.

Why it matters

The platform provides the operating, managerial and cultural centre from which capabilities, markets and the value proposition can expand.

What it misses

Size alone does not create a platform. Fundamentals, management, systems, governance and a coherent development thesis are also required.

Investor Lens

An investor examines scalability, leadership, processes, integration potential, positioning and the ability to support add-ons without excessive dependency.

Add-on acquisition

What it is

An add-on is a complementary acquisition integrated into, or developed alongside, a platform company to strengthen the industrial project.

Why it matters

It can extend capabilities, customers or geographies and make a buy-and-build thesis concrete when it fits the platform.

What it misses

Stated complementarity does not guarantee synergies. Price, overlap, systems and complexity can destroy value when integration is weak.

Investor Lens

The analysis covers the role in the group, platform dependencies, integration plan, accountability, incremental economics and capital needs.

Management rollover

What it is

Management rollover is the reinvestment by owners or managers of part of the value realised in a transaction into the new ownership structure.

Why it matters

It can align management continuity with participation in future results and make commitment to the next trajectory explicit.

What it misses

It does not by itself resolve divergent objectives, liquidity needs or management gaps. Its meaning depends on governance and effective rights.

Investor Lens

The reading considers future role, incentives, decision rights, key-person dependency and the fit between reinvested capital and responsibility.

Value creation plan

What it is

A value creation plan is a structured thesis on the operational, commercial, organisational and financial changes that may increase enterprise value.

Why it matters

It turns a growth promise into a legible framework of priorities, accountabilities, dependencies and progress indicators.

What it misses

It is a hypothesis to be tested, not a return guarantee. It depends on execution, people, investment, market conditions and sustained coherence.

Investor Lens

An investor looks for distinct measurable drivers, realistic timing, capital needs, risks, plan governance and the connection to exit value.

06 — INVESTMENT READINESS

Numbers explain the business. Investment Readiness determines its preparedness for capital.

An investor does not evaluate historical results and multiples alone. They evaluate whether the company's future trajectory is understandable, credible, and executable.

Investment Readiness

What it is

Mizzau & Partners defines Investment Readiness as a company's ability to translate industrial quality, strategy, governance, management and execution capability into a configuration that is understandable and credible to investors and strategic partners.

The definition in our Approach →

Why it matters

It reduces the distance between underlying quality and external legibility, enabling a more informed dialogue with capital, industrial partners and institutional counterparts.

What it misses

It is not a certification, an investment promise or a transaction outcome. Readiness does not remove risk or replace entrepreneurial judgement.

Investor Lens

An investor looks for consistency across ambition, performance evidence, governance, management, execution capability and future direction, not simply better-organised materials.

Equity story

What it is

An equity story is the evidence-based strategic narrative explaining how a company creates value and which trajectory it may pursue.

Why it matters

It connects historical performance, positioning, priorities and potential into a legible view for those assessing quality and prospects.

What it misses

It is not promotional presentation and cannot compensate for weak fundamentals. A credible story must remain verifiable and acknowledge its constraints.

Investor Lens

An investor seeks a clear thesis on market, competitive advantage, growth, cash, people, risks and the steps required to make the plan executable.

Management depth

What it is

Management depth describes whether an organisation has the capabilities, responsibilities and managerial layers needed to grow beyond individual key people.

Why it matters

Depth makes execution more credible and reduces the risk that strategy, customers or know-how depend exclusively on the entrepreneur.

What it misses

The number of managers alone does not measure organisational quality. Roles, delegation, incentives, collaboration and actual capability must be tested.

Investor Lens

Attention goes to role succession, decision rights, missing capabilities, retention, reporting systems and the ability to operate at greater scale.

Governance

What it is

Governance is the set of roles, rules, bodies and processes through which a company makes decisions, oversees execution and manages stakeholder interests.

Why it matters

Legible governance supports accountability, decision quality and dialogue with a partner entering the capital structure or industrial perimeter.

What it misses

The formal existence of bodies and procedures does not guarantee effective governance. Practice matters: how responsibility, information and conflicts are handled.

Investor Lens

An investor assesses rights, delegation, reporting, board composition, decision processes, risk management and the relationship between ownership and management.

Scalability

What it is

Scalability is the ability to increase revenue or activity without a proportionate increase in complexity, costs and required capital.

Why it matters

It indicates whether growth can translate into greater scale and value without eroding margins, service quality or operating control.

What it misses

It is not an abstract attribute and does not equal historical growth. It depends on processes, people, technology, capacity, capital and actual demand.

Investor Lens

Analysis covers bottlenecks, marginal economics, recurring revenue, customer dependency, incremental investment and organisational preparedness.

Customer concentration

What it is

Customer concentration describes how far revenue, margin or commercial relationships depend on a limited number of customers or counterparties.

Why it matters

It exposes potential sensitivity to customer loss, buyer power and the transferability of the relationship after a transaction.

What it misses

Concentration is not always negative: it may reflect strong contracts, strategic relationships or a specialist market. Duration and quality matter.

Investor Lens

An investor analyses retention, renewals, margins, contractual dependencies, substitutability, pipeline and realistic diversification plans.

Strategic investor fit

What it is

Strategic investor fit is the consistency between a company's trajectory and the characteristics of the capital or industrial partner with whom it may develop.

Why it matters

There is no universally right investor: fit shapes dialogue quality, decision alignment and the ability to support the company's next transition.

What it misses

A good fit on paper does not remove future disagreements. It depends on explicit expectations, behaviour, governance, available resources and execution capability.

Investor Lens

The discussion considers the company's ambition, size, sector, ticket, majority/minority position, governance, entrepreneur's role, buy-and-build, internationalisation, holding period, value creation strategy and exit expectations.

Preparing a business for Private Equity →

Value creation potential

What it is

Value creation potential is the combination of concrete opportunities and organisational capabilities that may improve a company's quality, scale and value over time.

Why it matters

It moves attention from historical results to what can be developed through growth, positioning, efficiency, aggregation or managerial capability.

What it misses

Potential is neither value already realised nor a guaranteed return. It requires testable assumptions, resources, timing, execution and supportive market conditions.

Investor Lens

An investor looks for distinct levers, priorities, required investment, risks, plan ownership and signals separating a real opportunity from a generic narrative.

THE BIG PICTURE

Two companies with the same EBITDA can have very different valuations.

Value does not reside in a single number.

It emerges from the combination of growth quality, margin sustainability, cash generation, risk profile, governance, management, competitive moat, and future optionality.

Preparing for institutional capital is not about presenting the same numbers in a better way.

It is about building an enterprise that the market can understand, value, and support through its next phase of scale.

FREQUENTLY ASKED QUESTIONS

Understanding the numbers behind a strategic decision.

Enterprise Value (EV) describes the value attributed to the operating business before considering how it is financed, which is why it is commonly compared with EBITDA. Equity Value is the amount attributable to shareholders after an agreed bridge from EV. That bridge may address net debt, cash, debt-like items, normalized working capital, non-operating assets and other transaction adjustments. It is specific to the deal and reference date. Equity Value therefore does not automatically equal sellers' cash proceeds at closing, which may also reflect escrow, earn-outs, rollover equity, deferred consideration and contractual conditions.

Private Equity funds use EBITDA as a concise view of operating performance that can support comparisons across periods, businesses and EV/EBITDA multiples, with appropriate adjustments. It is a starting point for considering potential debt capacity and investment needs, not a measure of cash available for distributions or debt service. Investors examine earnings quality, normalization items, growth, working capital, CapEx, taxes, interest, volatility and cash conversion. They also ask how repeatable the reported EBITDA is and whether management can allocate capital effectively while pursuing the business plan.

No. EBITDA is an earnings measure before interest, taxes, depreciation and amortization; cash flow records movements in liquidity under a defined reporting perimeter. Working capital, CapEx, cash taxes, interest and other items create the bridge between them, while free cash flow itself has more than one convention. EBITDA can grow while cash is absorbed by inventory, receivables or investment. Analysis should therefore examine conversion, collection and payment timing, recurring versus exceptional items and reinvestment requirements. A strong margin alone does not establish the amount of cash available.

EV/EBITDA relates Enterprise Value to EBITDA for a defined period, showing how many times the operating result is reflected in the valuation. Analysts use it to compare public companies or precedent transactions after checking sector, scale, growth, margins, reporting period and normalization methods. It is a relative indicator rather than a standalone valuation: the observed multiple reflects expectations and differences in risk, earnings quality, capital intensity and cash conversion. Negative or poorly normalized EBITDA can make the ratio uninformative. Forward and trailing versions answer different analytical questions.

Identical EBITDA can reflect very different economics and risk. Recurring or concentrated revenue, margin stability, cash conversion, capital required for growth, customer or founder dependence, governance and management depth all affect the durability of results. Sector, scale and growth prospects also shape the relevant peer comparison. Investors may therefore apply different multiples to the same EBITDA, producing different Enterprise Values. A sound conclusion requires testing earnings quality and prospective cash flows, including downside cases, rather than treating the headline operating result as a complete description of either business.

A multiples-based valuation is relative: it compares a business with observed prices for listed peers or comparable transactions, using measures such as EV/EBITDA. A DCF is an intrinsic approach that projects the company's unlevered free cash flows, discounts them at the WACC and derives Enterprise Value; a subsequent bridge can lead to Equity Value. The result depends on the business plan, growth, margins, reinvestment, terminal value and cost of capital. Neither method removes judgment. DCF analysis makes assumptions and sensitivity to alternative scenarios especially explicit.

Net Debt to EBITDA compares net financial debt with an operating earnings measure and provides a shorthand view of leverage. It does not equal the number of years needed to repay debt, because EBITDA is not cash and excludes CapEx, working capital, taxes and interest. Interpretation depends on sector, cash-flow stability and cyclicality, growth, asset intensity, financing structure and the definitions used in lending documents. Banks and investors consider it alongside interest cover, maturities, liquidity and stress scenarios. There is no universal ratio that is appropriate for every company.

MOIC compares total value distributed and remaining with invested capital; analysts should state whether it is gross or net of fees, costs and carried interest. IRR is the annualized rate that reconciles investments, distributions and residual value, so it reflects timing and cash-flow sequence. A high MOIC can produce a lower IRR when value is realized later, while earlier distributions can change the relationship. Its interpretation also merits attention to the reinvestment assumption; with interim cash flows or multiple negative patterns, IRR and related measures require care. The two metrics are complementary, not substitutes for examining absolute cash and risk.

A Leveraged Buyout is an acquisition funded with a combination of debt and equity, based on sources and uses negotiated for that transaction. Debt is serviced and may be repaid from cash generated by the business, subject to financing terms, legal constraints and operating needs. Leverage can magnify gains and losses on equity. Outcomes depend on entry price, growth, margins, investment, debt reduction, financing conditions and exit price. An LBO is therefore a structure to analyze rather than a universal formula, and its risk profile is transaction-specific.

A fund may assess defensible growth, revenue quality and recurrence, sustainable margins, cash conversion and opportunities to reinvest. It also examines customer and supplier concentration, competitive position, governance, reporting, legal and tax exposures, founder dependence and management's ability to execute the plan. Investment Readiness describes how prepared information, processes and responsibilities are for institutional scrutiny; it does not make future performance certain or remove risk. Scalability, add-on opportunities and potential exit routes must be assessed in the context of the company's strategy, market and transaction terms.

CONFIDENTIAL DIALOGUE

Understanding value is the first step. Building it comes before the transaction.

Mizzau & Partners works alongside entrepreneurs, families, and management teams to interpret their strategic trajectory, prepare for institutional capital, and evaluate the partner most aligned with their next phase of scale.

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