Business Valuation for Selling or Buying a Business in Sydney

Sell-side and buy-side valuations for private company deals, so the price you name, or agree to, is one you can defend across the table and again at completion.

Indicative valuations from A$799. Certified Summary and Detailed reports from seven business days.

A valuation for a business sale or purchase in Sydney establishes normalised maintainable earnings, derives a multiple from comparable transactions, and tests the price mechanism, the working capital target and any earn-out. Vendors use it before they name a price. Buyers use it to fix the figure above which they walk away.

Why a deal price needs an independent valuation

In most private company sales across Sydney the price is a multiple applied to an earnings figure, and both numbers are negotiated. The vendor's accountant presents one view of normalised EBITDA. The buyer's due diligence team presents another. Whoever has done the better analysis usually wins the argument, and the gap between the two views is routinely worth many times the cost of the valuation.

A valuation gives you a position that survives contact with the other side. For a vendor it sets a defensible range before any price expectation is fixed, because a number once spoken is very hard to raise. For a buyer it defines the price you are prepared to pay and, more usefully, the price above which you stop.

It also protects the people approving the deal. Directors of a company owe duties of care and diligence when they sell or buy a business, trustees hold assets for beneficiaries, and minority shareholders may later ask how the price was justified. A written opinion from a certified valuer with no stake in the outcome is the ordinary answer to that question.

We prepare valuations for vendors, buyers and boards across Greater Sydney, from owner-operated businesses in Parramatta and Penrith to professional firms in the CBD and North Sydney. We are not paid on completion. If the evidence does not support the price, the report says so.

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A certified valuer will listen to your situation and answer any questions you may have, at no cost.

Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
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Where the value actually moves in a private sale

Most of the money in a private company transaction changes hands in a handful of places, and they are rarely where the negotiation spends its time. The headline multiple gets the attention. The earnings base, the completion mechanism and the deferred consideration decide the outcome.

Normalised earnings

Owner remuneration reset to a market salary for the role, related-party rent adjusted to market, private expenses removed, and one-off items taken out in both directions. Vendors reliably find the one-off costs and rarely the one-off income. Every adjustment multiplies straight through the price.

The multiple

Derived from comparable Australian transactions and from listed companies, then adjusted for size, growth, customer concentration, management depth and the share of revenue that is contracted or recurring. A multiple asserted from market impression does not hold once the other side asks where it came from.

The price mechanism

A locked box fixes the price to a historical balance sheet. Completion accounts adjust it for actual net debt and working capital on the day. The working capital target is the least analysed number in private deals and should be built from monthly balances across at least a full year of seasonality.

Earn-outs and scrip

An earn-out is worth its probability-weighted outcome, not its headline maximum, and the metric needs protecting from how the buyer runs the business afterwards. Shares in the acquirer are valued as the minority parcel actually received, often illiquid and escrowed, never at their issue price.

Sell-side, the work is done before you go to market: the range on evidence, the adjustments that support your position, and the adjustments a buyer will argue for, so that you meet them before you meet the buyer. Buy-side, the work overlaps with financial due diligence but answers a different question. Diligence confirms what the historical numbers were. The valuation tells you what they are worth, and whether the earnings survive the vendor's departure.

Board opinions on private transactions

Where a director or a major shareholder sits on both sides of a deal, such as a management buy-out, an asset transfer between related entities or the buy-out of a departing founder, the board can commission an independent opinion on whether the terms are fair to the company. That is not the same thing as the independent expert report the Corporations Act prescribes for takeovers, schemes and certain shareholder approvals. Preparing that report is licensed work, so the statutory position needs to be settled with your lawyers before anything is commissioned.

How a business is valued for a sale or purchase

The standard of value in a private sale is market value: the price that would be agreed between a buyer and a seller who are both willing, neither of them anxious, both informed and dealing at arm's length. Strategic value, the extra a particular buyer can create by combining the business with their own, is quantified separately. The vendor then knows what is genuinely on the table and the buyer knows what they would be paying away.

The income approach usually leads. For an established trading business, capitalising future maintainable earnings mirrors how buyers actually price it: a normalised earnings figure and a capitalisation rate or multiple that reflects the risk of those earnings continuing under new ownership. Where earnings are changing materially, the business is capital intensive, or there is a definable forecast period, a discounted cash flow is the more defensible method, with the vendor's forecast tested against history, capacity and the capital needed to deliver it.

The market approach provides the cross-check, and in sectors with an active sale market it provides the primary evidence. Comparable Australian transactions carry the most weight and take the most work to find. Private deal terms are seldom made public, and the multiples that do get published often leave out the earn-out or the working capital adjustment. The asset approach sets the floor, and it matters when the trading entity is carrying surplus assets or when the business runs separate divisions that are worth more apart than together.

Normalisation adjustments we test on every transaction

Where deal valuations go wrong

These are the patterns we see most often when a Sydney transaction reaches us late, usually after a price has been named or a term sheet signed.

Report Types and Pricing: Valuations From A$799

Purpose and review risk decide the depth. A vendor testing an unsolicited approach, or a buyer deciding whether to pursue an opportunity, needs a defensible internal range first. Once the price will be put to the other side, a lender, a board or a trustee, a certified report is the right instrument.

Indicative Valuation
From A$799
Choose this if you want a well-reasoned range before you respond to an approach, decide whether to go to market, or set a walk-away price for an early conversation. Intended for internal decision-making; it is not a certified opinion for lenders, courts or the ATO.
Delivery: from seven business days after receipt of all information
Up to 50 pages
Internal audience
Can be used in litigation
Capital structure: common equity, bank/shareholder loans
Compliant with ATO market value guidance
APES 225 Valuation Engagement
Certified and signed by an experienced practitioner
Completed and reviewed by well trained staff
Considers and applies, when relevant, all 3 valuation approaches (income, market, asset)
Applies multiple cost of capital estimates (limited to 3)
Executive summary
Statement of limiting conditions
Valuation exhibits
Glossary
Table of contents
Company review
Industry review
Economic review
Discussion of valuation approaches and types of discounts
Discussion of the application of valuation approaches and discounts
Conclusion
Email support
Closing Zoom Call
Detailed Valuation
Contact for Pricing
Choose this where the transaction involves related parties, minority shareholders or a trustee, or where there is a real prospect the price will be challenged and the reasoning must be replicable by another expert. Certified and signed. Applies and reconciles all relevant approaches in full so another expert can follow the reasoning.
Delivery: from seven business days after receipt of all information
150+ pages
Internal and external audience, including for litigation or when likely to be reviewed by others
Can be used in litigation by a broad range of professionals
Capital structure: common equity, bank/shareholder loans
Compliant with ATO market value guidance
APES 225 Valuation Engagement
Certified and signed by an experienced practitioner
Completed and reviewed by well trained staff
Considers and applies, when relevant, all 3 valuation approaches (income, market, asset)
Applies multiple cost of capital estimates (full set of 12)
Executive summary
Statement of limiting conditions
Valuation exhibits
Glossary
Table of contents
Company review (full)
Industry review (full)
Economic review (full)
Discussion of valuation approaches and types of discounts (full)
Discussion of the application of valuation approaches and discounts (full)
Conclusion
Email support
Closing Zoom Call

See the full Services and Pricing page

What you receive and how the opinion is defended

The report states the purpose, the standard and premise of value, the valuation date and the information relied on. It sets out the normalisation schedule line by line with the reason for each adjustment, derives the multiple or discount rate from named sources, applies each relevant approach, and reconciles the results to a range with the weighting explained in words. Where the price mechanism, an earn-out or scrip consideration changes the economics, each is valued separately so the whole bargain is visible and not just the headline.

Every report is signed by a certified valuer who will explain the conclusion to your advisers, brief you before the negotiation if you want that, and defend the opinion when the other side's adviser attacks it. The valuation informs the negotiation. Your corporate adviser or broker still runs it, and we work alongside them, your transaction lawyer and your tax adviser rather than around them.

The question to ask before you sign anything

Which single assumption in this valuation would the other side attack first, and what is the answer? If your adviser cannot tell you, the price is not yet a position.

Selling or buying a business: valuation questions

By capitalising normalised maintainable earnings at a multiple derived from comparable transactions, then cross-checking the result against market evidence and the value of the net assets. The two variables that matter most are the earnings figure, after owner remuneration, related-party costs and one-off items are adjusted, and the multiple, which moves with size, growth, customer concentration, management depth and how much of the revenue is recurring. A defensible valuation shows the evidence behind both rather than asserting them.
Yes, and before you name a price to anyone. A vendor who quotes a figure early cannot easily raise it, and a figure that fails due diligence damages credibility on everything that follows. A pre-sale valuation gives you a range on evidence, identifies the adjustments a buyer will argue for so you can address them first, and shows which value drivers, such as a customer concentration or a key person, can still be fixed before you go to market.
Due diligence establishes what the historical numbers actually were. A valuation establishes what they are worth. A diligence process can confirm the vendor's EBITDA to the dollar and still leave open whether the multiple attached to that EBITDA is justified, and whether those earnings will still be there once the vendor's personal involvement ends. Buyers need both, and it is the valuation that sets the walk-away price.
It is the normal level of working capital the business needs to operate, which the vendor must leave in the business at completion under a completion accounts mechanism. Set the target below the normal level and value moves to the vendor; set it above and value moves to the buyer. It should be derived from monthly balances over at least a full seasonal cycle, and the definition of net debt should be settled item by item, because customer deposits, accrued employee entitlements and lease liabilities are where completion disputes concentrate.
As a probability-weighted range of outcomes, discounted for time and risk, rather than at its headline maximum. That figure usually sits well below the cap and well above what a sceptical buyer assumes. The design matters as much as the number: the metric chosen, the measurement period, the accounting policies applied to it and the protections against the buyer suppressing the metric after completion. Contingent consideration also has to be recognised at fair value under AASB 3, so the buyer needs the valuation for its accounts as well.
A broker's estimate is a marketing figure and is usually tied to a success fee, so it cannot serve as independent evidence of value for a board, a lender, a trustee or a counterparty. It is useful market intelligence and nothing more. An independent valuation by a certified valuer is what directors rely on to discharge their duties, what a bank financing the acquisition will accept, and what holds when the other side's adviser challenges the price.
Certified reports are delivered from seven business days once we have received the information we need. For a sale that usually means three to five years of financial statements and tax returns, current management accounts, customer and supplier concentration data, key contracts and leases, and any forecast the vendor intends to present. An Indicative valuation for your own planning is prepared on the same analysis and is intended for internal decision-making only.
Indicative valuations start from A$799 and are intended for internal decision-making, so they suit an owner who wants a well-reasoned range before committing to anything. Summary and Detailed reports are certified and are quoted after a free consultation, because the fee depends on the purpose, the number of entities, the state of the records and whether the opinion must withstand review by a court, the ATO or another expert. The fee is confirmed in the engagement letter before work starts, and every report is delivered from seven business days after we receive the information.

Book a Free Consultation

Talk your situation through with a certified valuer before you commit to anything, at no cost.

Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
Book a Free Consultation →

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Certified Valuation Reports From Seven Business Days

Every report is signed by a credentialed certified valuer and built to withstand ATO, ASIC, court and bank scrutiny.

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