Is my bid below market rates and not competitive?

searcher profile

June 17, 2021

by a searcher in Florida, USA

Working on a deal now valued at 4.5x -5x which we think is within market range (industry comps are 4-6x).
However when we look at purchase price allocation across the balance sheet, the write up of PP&E creates significant negative goodwill...thus the purchase price is lower than the FMV of the assets + equity of the company.
Does this suggest that our EBITDA multiple and corresponding valuation is below market and thus not competitive?



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commentor profile
Reply by a searcher
from Indiana University at Bloomington in Chicago, IL, USA
Not sure how much I can help you as there isn't much context to go off. I've found that winning bids in the searchfund arena are really determined by PRICING (i.e. market comps and heuristics) rather than intrinsic VALUATION (especially post the presidential election). Unfortunately, pricing and valuation don't always align. With that said, I think providing the following information would get you more actionable feedback: from the searchfunder community:

1) Is the deal being pushed through a competitive process (i.e. more than just you are bidding on the company)?
2) Do you know if strategics or private equity (for add-ons) are competing with you?
3) Is this deal represented by an intermediary and is that intermediary quality?
4) The industry the business competes in?
5) Size of the business on EBITDA or SDE terms (e.g. sub or above $1M)?
6) Is the seller really willing to sell? (This has been our biggest challenge).
7) How complicated is your transaction structure?
8) Geography (e.g. near a desirable place to live or in the boonies)?

Generally, I'm seeing first time buyers in standard search industries (e.g. niche distribution or asset-lite manufacturing) trading around 5x TTM or 2020 sub $1M in EBITDA when brokers are involved. Assuming topline growth is high single digits and EBITDA margins around 20%. I would say your non-anchored 4.5x multiple seems like a good starting place based on the limited info provided.

I'm curious on what others are seeing on winning bid pricing.

Best of luck.
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Reply by a professional
from The College of New Jersey in La Verne, CA 91750, USA
Like Joe said, it would be helpful to see more info on what you're dealing with. That aside, your approach could suggest that your valuation of the company is low or that you've over valued the individual assets or both. Size of company, industry, growth prospects, and a wide range of other factors as Joe indicated above all impact deal multiples. Are you looking at private transaction multiples to justify your EBITDA multiple, or the public markets?
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