Dumb question but if I’m on a buy side deal, would my client be mad if we find upward EBITDA adjustments because they would end up paying more for the target? Would they rather us not report those?

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Nope - your job is to be accurate. A few things - Clients also want to be able to accurately model prospective earnings and often higher ebitda is better for lending. The other important thing is that they don’t necessarily share your findings with the seller. To be clear - 100% always include the adjustments your team has identified. We still have professional standards etc. so can’t just present what a client wants, however there is always room for discussion - but those decisions are made with the senior manager and partner generally.

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Makes sense. That’s what I thought. This was very helpful!

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But totally fair - M&A is all negotiating and gamesmanship and if the seller didn’t identify upward EBITDA adjustments that the buy-side team found, that’s on them.

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Sometimes client would want a higher EBITDA since it looks good in front of the bank and sells a better story to get financing.

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