Enterprise Value vs. Equity Value: The Distinction That Matters in Business Acquisitions
Enterprise value (EV) is the total value of a business — the cost to acquire everything including its existing debt. Equity value is what shareholders actually receive after debt is accounted for. The two numbers are different, and confusing them is one of the most common mistakes in acquisition negotiations.
The Formula
Enterprise Value = Equity Value + Total Debt − Cash
Or rearranged: Equity Value = Enterprise Value − Debt + Cash
When a seller says their business is worth $2 million, they usually mean the equity value — what they expect to receive in their pocket. But if the business carries $400K in debt, the total enterprise value is $2.4 million. The buyer pays $2M for the equity and inherits (or retires) the $400K in debt — total economic outlay: $2.4M.
Why It Matters in Deal Negotiations
In most small business asset purchases, debt is retired at closing and doesn't transfer to the buyer. The "purchase price" stated in the LOI is the equity value — what the seller receives. But understanding enterprise value is still critical because:
- If the deal is a stock purchase, the buyer assumes all liabilities including debt — the stated equity price understates total outlay
- Valuation multiples (EV/EBITDA) are enterprise value multiples, not equity multiples — using the wrong base produces misleading comparisons
- Working capital adjustments affect equity value at closing but not enterprise value
EV/EBITDA vs. SDE Multiples
For larger businesses (above $2M EBITDA), valuations are expressed as multiples of EBITDA applied to enterprise value: "5× EBITDA" means EV = 5 × EBITDA. For smaller owner-operated businesses, SDE multiples are expressed as equity value multiples: "3× SDE" means the purchase price (equity) = 3 × SDE, assuming debt-free, cash-free transaction structure.
This is why comparing a "3× SDE" small business deal to a "5× EBITDA" lower-middle-market deal requires adjustment — they're measuring different things on different bases.
Cash-Free, Debt-Free
Most small business asset purchases are structured "cash-free, debt-free" — meaning the seller takes all cash out of the business before closing and retires all debt, and the purchase price reflects the business stripped of both. This simplifies the EV/equity relationship: in a cash-free, debt-free asset purchase, enterprise value equals equity value.
When you see "purchase price subject to working capital adjustment," that's the mechanism ensuring the buyer receives the business with an agreed level of operating capital, adjusting the equity value up or down at closing.
Related Terms
- SDE — the earnings base for small business equity value multiples
- Working capital — the adjustment mechanism that affects equity value at closing
- Deal stack — how debt in the acquisition structure relates to enterprise value