Module II· Precedent TransactionsIntermediate
Question

Which deal-specific adjustments do you need for carve-outs or distressed sales?

Answer

the target is a business unit/division sold out of a group. EBITDA often contains 'synergies' or 'standalone costs' that disappear after closing. Adjustment: calculate standalone EBITDA (with a cost-allocation model). Distressed sales: the seller was forced to liquidate (insolvency, forced sale). The multiple is often 30–50% below going-concern pricing. Adjustment: bucket distressed deals separately or exclude them entirely. Spin-offs / demergers: not pure M&A transactions, often misleading multiples.

For every precedent deal, understand the deal logic, or the multiple is misleading.

Deep diveShow more details

'Excluded distressed sale (Co X, 2024) — multiple 4.5x reflects forced sale dynamics; included would understate sector pricing.'