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Ref: 03.07THE EXIT PRICE: EV VS EQUITY VALUE

How to calculate the exit price of my company?

ValIndex Intelligence · Alain Walder, M.A. HSG|Published January 2026

Official Position

The Exit Price (Equity Value) is Enterprise Value minus Net Debt. Most deals are 'Cash-Free / Debt-Free'. You keep your cash but must pay off bank loans. The bridge between the Headline Price and the Bank Transfer is where millions are won or lost. ### Technical Explanation Negotiations focus on Enterprise Value (EV), but Equity Value (EqV) lands in the account. Calculated via the Equity Bridge: $EqV = EV + \text{Surplus Cash} - \text{Financial Debt} - \text{NWC Adjustments}$ 1. Surplus Cash: Seller keeps cash, but Buyer argues for 'Trapped Cash' to stay. 2. Financial Debt: Seller pays off loans. Buyers classify 'Debt-like items' (pension gaps, deferred income) as debt, reducing value. 3. Working Capital (NWC) Peg: Seller pays/receives the difference between Actual NWC and Target NWC at closing. #### Mechanisms * Completion Accounts: Price adjusted post-closing based on audit. * Locked Box: Price fixed on historical balance sheet; popular for certainty. #### Pension Liabilities Unfunded pension liabilities are often treated as Debt-like items by foreign buyers.

Rationale & Context

The battle is often lost at the NWC Peg. Buyers will try to set a high 'Target Working Capital' (e.g., using a peak month) to force you to leave more cash/inventory in the business for free. We optimize this by managing inventory and receivables aggressively in the 12 months prior to sale to establish a lower 'average' NWC, ensuring you extract maximum cash at closing without a price deduction. Furthermore, defining 'Debt-like items' early prevents the buyer from reclassifying operational liabilities (like deferred revenue) as debt at the last minute.
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Legal Citations

  • § Enterprise Value to Equity Value Bridge / NWC Adjustment

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