Archive article on the 2024 M&A discussion. Revised for clarity on September 15, 2026. The worked valuation example is hypothetical and is not a current market benchmark.

A changing M&A environment raises two separate questions for an owner: whether counterparties are willing to transact, and what supports the value of this particular business. Broad market commentary can frame the discussion, but it cannot replace an examination of earnings, cash conversion, strategic fit and transaction terms.

Why a market recovery is not a company valuation

An improvement in aggregate activity does not mean every business receives more offers or a higher multiple. Buyers consider sector prospects, company quality, financing capacity and the practical work required after closing. A business with unresolved reporting or customer issues may remain difficult to transact even when market sentiment improves.

Historical market narratives should therefore be used carefully. This article does not reproduce unsupported forecasts or present third-party research as Lev Partners’ own analysis. Its purpose is to explain a reusable decision method: separate the operating assumptions from the valuation assumptions, and test both.

Read the sensitivity matrix in two directions

The matrix shows illustrative enterprise values calculated by multiplying EBITDA by a valuation multiple. Read across a row to see the effect of different earnings at the same multiple. Read down a column to see the effect of different multiples at the same earnings. Neither input is a recommendation or a claim about market pricing.

A worked example makes the assumptions visible

At EBITDA of 10 million and a multiple of 6 times, enterprise value is 60 million. If sustainable EBITDA is instead 8 million at the same multiple, the value is 48 million. If EBITDA remains 10 million but the multiple is 5 times, the value is 50 million. These are different explanations for a lower valuation and call for different discussions.

If both EBITDA and the multiple fall to 8 million and 5 times respectively, enterprise value becomes 40 million. Sensitivity analysis does not predict that outcome. It helps shareholders understand which assumptions drive the range and where evidence is most important. A single precise number can conceal more uncertainty than a transparent range.

Move from enterprise value to shareholder proceeds

Enterprise value is not the same as the amount shareholders receive. The agreed treatment of debt, cash, working capital and other adjustments connects it to equity value. Payment timing and contingent consideration then affect what is received at closing and what remains at risk.

Using a separate hypothetical example, enterprise value of 60 million less debt of 15 million plus cash of 3 million gives equity value of 48 million before other agreed adjustments. Taxes, expenses, escrows and deferred payments may further affect the seller’s available proceeds. The definitions must be agreed for the actual transaction rather than assumed from a simplified formula.

Test strategic value without counting benefits twice

A buyer may see benefits from customer access, purchasing, capacity or technology. Those benefits need a realistic implementation plan. If a forecast already includes an improvement, adding the same improvement again as a separate synergy overstates the case. Integration costs and the time needed to achieve benefits also matter.

Owners can prepare by documenting sustainable earnings, maintenance investment, working-capital needs and the capabilities relevant to potential buyers. This evidence helps distinguish a defensible investment case from a valuation based mainly on optimism. It also improves the discussion of transaction terms when counterparties disagree.

The enduring preparation lesson

An owner cannot control the market cycle, but can improve the quality of information and the clarity of objectives. Decide whether the priority is new capital, partial liquidity, a full exit or a strategic partnership. Different goals lead to different buyer universes and structures.

Lev Partners supports valuation analysis, transaction preparation and international counterparty assessment. The aim is to understand the economics and choices available to the company, using current evidence rather than treating an archived market outlook as a price promise.

Explore M&A advisory and our 2026 market perspective.

Your M&A advisory contact

Erim N. Kargacı — Founding Partner and Head of M&A, Lev Partners. Erim leads Lev’s M&A advisory and supports owners considering investment, acquisitions or a company sale. He is also listed among Endeavor Türkiye’s mentors.

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