MERGER AND ACQUISITION
14 Jul 2025
The EV/EBITDA multiple refers to a common metric of financial valuation that compares an enterprise’s value (EV) to its earnings before interest, taxes, depreciation, and amortization (EBITDA). This is a ratio that many investors, analysts, and corporate finance professionals use to gain a clear snapshot of a company’s value in a way that’s relative to its earnings. The accuracy and clarity this method provides makes it a particularly important part of mergers and acquisitions (M&A), making informed investment decisions, and comparing companies.
Ascot provides valuation and financial analysis services globally, using EV/EBITDA in a range of international markets. We’ve created this article to help investors and entrepreneurs better understand this multiple and how it provides insights into whether a company is overvalued and undervalued relative to its peers.
Enterprise value refers to the total value of a company, including its debt obligations but excluding cash. Calculating enterprise value, therefore, involves taking the company’s total market capitalization, adding outstanding debt and minority interests, and then subtracting its cash and cash equivalents.
EBITDA, on the other hand, refers to the company’s earnings before interest, taxes, depreciation, and amortization are applied. Finding this figure involves adding all these expenses back to the net income. This figure will also include any assets confirmed in an intellectual property audit.
When these metrics are paired together in the EV/EBITDA ratio, they neutralize the differences in capital structure and non-operating elements. As a result, there’s greater clarity on accurate comparative valuation.
As the name EV/EBITDA suggests, the standard formula for the ratio is enterprise value (EV) divided by earnings before interest, taxes, depreciation, and amortization (EBITDA).
The methodology of this calculation begins with finding the EV by combining market capitalization with the firm’s total debt and then subtracting its cash. The EBITDA is established either from reported figures or by adding interest, taxes, depreciation, and amortization to net income. The two figures can then be divided accordingly.
In some instances, adjustments or normalizations are applied. These may involve exclusions of one-time gains or losses, or—following recent acquisitions—pro forma changes. Analysts can also choose to examine trailing twelve months (TTM) data for historical insights into value or use projections to guide future investment decisions. In either case, it’s vital to gain accurate data from sources such as audited financial statements, regulatory findings, and analysts’ reports.
Let’s look at some real-world data to provide an example. At the time of writing, Microsoft has a market capitalization of $3.70T, which, by adding its outstanding debts and cash, gives an EV of $3.68T. With financial information gathered from the income statement, a net income of $96.64B was reported, which—with interest, taxes, depreciation, and amortization added—creates an EBITDA of $149.17B. The resulting multiple from EV/EBITDA is 24.66, which means investors are willing to pay a little under 25 times the company’s operating earnings.
One key advantage of EV/EBITDA in valuation is that it’s neutral toward capital structure. It considers enterprise value rather than simply equity value, which offers a fairer peer comparison. It also eliminates differences in tax and depreciation policies, facilitating focus on operational performance. Furthermore, this multiple is useful in cross-border analyses as it mitigates the effects of variances caused by jurisdictional tax regimes and accounting regulations.
Additionally, EV/EBITDA is particularly useful in M&A analysis, as investors can evaluate multiple targets on equal footing. It also strips out external factors related to complex financial arrangements, providing greater clarity in company comparisons.
While EV/EBITDA has its advantages, this multiple also has limitations. Firstly, in ignoring capital expenditure requirements, the method risks overstating a company’s true financial health. Similarly, excluding changes in working capital may distort impressions of cash flow availability.
Furthermore, for companies with non-recurring items, EBITDA can mask issues that arise from one-off events. Not to mention that companies that have negative EBITDA render the ratio either less useful or potentially meaningless. It’s also important to consider that debt levels and financial leverage are not always fully captured in EBITDA, so utilizing other methods—such as cash flow modeling—to gain a broader financial picture may be necessary.
The EV/EBITDA method is central to M&A, beginning with contributing to valuation during target screening processes, to identify potential matches. Additionally, during competitive auctions, the multiple helps to better standardize offers for effective comparison.
Buyers, advisors, and M&A consulting services will also use EBITDA to perform any required synergy adjustments or pro forma calculations to better identify the likely position of the business post-transaction. Financial consultants may also issue fairness opinions based on EV/EBITDA to validate the price to shareholders and, in some circumstances, the multiple will set the baseline value range to guide negotiations on the road to final deal pricing.
As with any investment practice, it’s important to use EV/EBITDA in compliance with securities law disclosure requirements. This involves providing detailed explanations about how valuations have been reached. Indeed, when issuing the fairness opinions that are common in M&A, valuation methodologies must include clear justification for the chosen multiples.
Therefore, auditors and valuation experts need to establish processes that are in alignment with jurisdictional or international financial reporting standards, paying careful attention to differences in accounting standards between territories and managing potential gaps. Additionally, investors must understand that valuation models may face scrutiny from regulatory bodies, particularly for large-scale M&A or cross-border investments. This makes maintaining transparency on the EV/EBITDA protocols used and careful documentation of all calculations essential.
The investment and valuation landscapes are constantly evolving. For instance, digital transformation presents fresh challenges to traditional multiple use, due to the prevalence of intangible-heavy and software-based businesses. Cryptocurrency and other digital assets can also complicate valuation processes. Not to mention that environmental, social, and governance (ESG) protocols are increasingly becoming influences in valuation. These elements can make EV/EBITDA more difficult to apply.
At the same time, there is potential for technology to enhance multiple analyses. The rise in the use of artificial intelligence (AI) in investment can mean EV/EBITDA may be bolstered by automation and more nuanced insights.
Furthermore, as industry structures continue to evolve—particularly as a result of macroeconomic shifts—the flexibility of EV/EBITDA can be an asset. Investors will nevertheless need to be proactive in adapting its application to the financial landscape.
A good EV/EBITDA ratio typically depends on factors such as the industry the company operates in and its growth expectations. A range of 6 to 10 will often be considered average. High-growth sectors may see higher multiples, with more mature industries tending to trend lower.
EV is calculated by combining market capitalization and total debt, then subtracting cash and equivalents.
In general, EV/EBITDA is preferred because it usually presents a cleaner comparison of operational performance between peers.
When industries have slower growth or significant regulatory burdens, there can be lower multiples. The opposite tends to be the case for sectors with high growth and lower fixed costs.
Removing one-time items, restructuring costs, and non-operating income are common adjustments.
Bull markets can inflate EV/EBITDA due to investor optimism, whereas market downturns and risk aversion can compress multiples.
Companies with negative EBITDA or those in asset-heavy industries are not usually appropriate subjects.
Adjustments for local accounting standards, tax regimes, and currency impact help ensure a more accurate cross-border comparison.
Yahoo Finance. (2025, July 8). Microsoft Corporation (MSFT). Yahoo Finance. https://finance.yahoo.com/quote/MSFT/key-statistics/
Umeaduma, C. (202, January). Evaluating Company Performance: The Role of EBITDA as a Key Financial Metric. Research Gate. https://www.researchgate.net/publication/390284121_Evaluating_Company_Performance_The_Role_of_EBITDA_as_a_Key_Financial_Metric
Wall Street Prep. (2024, June 20). Trailing Twelve Months (TTM). https://www.wallstreetprep.com/knowledge/ttm-trailing-twelve-months/
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