Enterprise Value using EV/EBITDA

Hi all,

I'm struggling mightily with this concept of enterprise value, and why cash is subtracted specifically from a multiples standpoint.

Let's say I have a business that has the following characteristics:


EBITDA Multiple: 5

Equity Value: $15

Cash: $20

Therefore, enterprise value would be: -$5 assuming zero debt.

First off, I do understand from a buyer's standpoint, that the enterprise value represents the effective price they are paying to acquire a business. If they were able to purchase all of the equity of the company, they would pay $15 and basically take over a company with $20 in cash, which makes sense as to why enterprise value is -$5.

What I fail to understand is and can't wrap my head around is, what would be the actual sale price in the above hypothetical?

In a perfectly efficient world, why would any seller accept anything that is less than the equity value ($15) PLUS the excess cash they have in the corp ($20) for a total of $35?

Interestingly, I was working on an acquisition where this actually occurred. The vendors valued their company using a DCF and then ADDED all excess cash (instead of subtracting) to the purchase price...


Will let someone else explain in greater detail but you have equity value and enterprise value flipped.

EBITDA = 3, EV/EBITDA = 5, hence EV = 15. If you have cash of 20 you subtract that to get to equity value of -5.

This means the market thinks that management will allocate the cash to value-destroying initiatives, i.e. they will take the cash of 20 and turn it into 15 by making bad investments.

To your point, the seller obviously wouldn't accept this offer.


As another commenter noted, I mistakenly flipped equity / enterprise value. After factoring that I think the question still stands?

Either way I'm not professing that I know my stuff which is why I'm happy to be corrected


The question I'd have is: in what scenario would a business with only 3m in normalized ebitda and 15m in EV have 20m in cash sitting in the company? Believe small businesses just pay out most SDE to owners anyways, there shouldn't be that much cash there


Basically, the two times this tends to happen are:

  1. A company recently took on a cash infusion to fuel expected losses - technically possible for VC-backed companies that take cash to finance growth investments, but usually those investors think the NPV is positive because of growth prospects, so they tend to trade with positive TEV even with negative EBITDA (thanks revenue multiples!). Can also be because the equityholders injected capital to support a business during hard times
  2. A company sold off divisions / other assets. Happens sometimes with with real estate sale-leasebacks or with public companies that are a weird mix of business units - they may try to sell the underperforming group, get no bites, and then sell the sexier business for a big profit - which means you’re left with a shit business with tons of cash that either gets burned to turn around the leftover divisions or distributed back to owners via dividends/buybacks
Most Helpful

Basically, you need to delineate the value of a single “company” into a few constituent parts:

  • The enterprise itself
    • This is what the average person thinks of as a “company” - revenue, expenses, brand value, customer relationships, employee experience, intellectual property, etc etc
    • This is valued, typically, on a multiple of normalized earnings - the idea being that the company is expected to generate a “normal” level of profit in the future, so you’re paying multiple years worth of earnings in exchange for the right to collect those profits in the future
  • The cash sitting in the company’s bank accounts
    • In the vast majority of scenarios, you can think of $1 in cash being worth exactly $1
    • Again barring weird situations, the buyer would never pay more than $1 for $1 of cash today, and conversely the seller would never accept less than $1 for a $1 of cash in their pocket
    • This contrasts with earnings, which hypothetically represent a business that can generate lots of future cash and therefore get valued on future potential (which is nebulous and requires lots of assumptions)
    • As a result, I will typically pay exactly $1 per $1 of cash that comes with the company
  • The debt and other obligations the company has today
    • This is specific to the capital structure the current owner has
    • If I buy the company, I can put as much or as little debt as I want on it, and the current level of debt is the current owner’s problem - and they have to pay it off for me to get the company
    • As a result, any debt that the company has comes out of whatever proceeds the seller would have gotten because they have to pay the debt off

Net / net: I buy the enterprise for whatever the actual operations are worth, separate from cash and debt. I also pay you 1:1 for every dollar of cash that I get, and then you pay off “your” debts. Therefore, TEV + Cash - Debt = Equity Value (what you get to take home)

The only situation where the business is worth less than its net cash position is one where I expect the “enterprise” to lose money, in which case $1 of cash isn’t really worth $1 because I expect to spend it in order to make the company positive again. By the same token, the reason a seller would accept a negative TEV is because continuing to own the business will cost them money, and they’re effectively paying you to take on the losses. This is certainly possible, but exceedingly rare unless you work in the distressed world


By the way, that same "Equity = EV + Cash - Debt" identity can also be rearranged into Equity + Debt = EV + Cash. Which you can think of as:

  • The debt holders and the equity holders jointly form the block of people who have put money into the the business. Upside, downside, terms are all different, sure, but debt and equity can be thought of as different flavours of ownership, or different sources of funds for a business. Debtors and shareholders have put cash in, and one day will want to get cash out.
  • On the other side, EV + Cash represents how much money the business can spit out over its lifetime. That consists of whatever money it has right now, plus whatever it can earn from operations between now and the end of time.
  • So one one side of the equation you have all the people who poured cash into this business yesterday and want to get more tomorrow, and on the other side you have the machine that's going to turn $X into $X+1. Perfectly balanced, as all things should be.

Ea doloribus aspernatur ullam est voluptatem itaque ad. Pariatur quia cum accusamus necessitatibus id ea ea omnis. Perferendis enim et sed necessitatibus. Ipsam sed et rerum quos fuga fugiat ut et. Eos velit eveniet eos earum.

Aut aperiam nesciunt aut quia molestiae molestiae est ut. Rerum et mollitia numquam delectus neque est. Nihil porro ipsa quos voluptas veniam autem ut incidunt. Qui quod doloribus in autem harum omnis rerum.

Eos odio vitae voluptates est velit sint excepturi. Ipsam perferendis quod vero aperiam. Eos assumenda id eos ratione aut eaque. Qui rerum corrupti ullam sit.

Career Advancement Opportunities

December 2023 Investment Banking

  • Lincoln International 01 99.6%
  • Lazard Freres (++) 99.1%
  • Jefferies & Company 02 98.7%
  • William Blair 12 98.3%
  • Financial Technology Partners 02 97.9%

Overall Employee Satisfaction

December 2023 Investment Banking

  • William Blair 04 99.6%
  • Lincoln International 10 99.1%
  • Moelis & Company 25 98.7%
  • Stephens Inc 11 98.3%
  • Jefferies & Company 09 97.8%

Professional Growth Opportunities

December 2023 Investment Banking

  • Lincoln International 01 99.6%
  • Lazard Freres 17 99.1%
  • Financial Technology Partners 07 98.7%
  • Jefferies & Company 03 98.3%
  • UBS AG 16 97.8%

Total Avg Compensation

December 2023 Investment Banking

  • Director/MD (6) $592
  • Vice President (34) $390
  • Associates (169) $258
  • 3rd+ Year Analyst (15) $187
  • 2nd Year Analyst (106) $168
  • Intern/Summer Associate (49) $167
  • 1st Year Analyst (322) $166
  • Intern/Summer Analyst (236) $95
16 IB Interviews Notes

“... there’s no excuse to not take advantage of the resources out there available to you. Best value for your $ are the...”


From 10 rejections to 1 dream investment banking internship

“... I believe it was the single biggest reason why I ended up with an offer...”