Business Valuations

A growing technology and services organisation received an unsolicited term sheet proposing an equity-based acquisition and future partnership. The offer implied an enterprise valuation materially below historic performance and required the founders to cede majority control in exchange for scrip issued by a newly formed entity with limited paid-in capital. Leadership sought clarity on the fairness of the proposed valuation, the commercial soundness of the structure, and whether entering into exclusivity was strategically appropriate.

Auscorporate was engaged to conduct a valuation review and assess the transaction structure before the group progressed. Our analysis examined historical valuation reports, EBITDA-based multiples, capitalisation trends and recent financial performance uplift. We also evaluated the counterparty’s maturity, funding credibility, execution capability and whether the implied control value reflected reasonable commercial pricing. Comparable market transactions and historical valuation data indicated that the business's fair market value was likely significantly closer to the upper valuation benchmarks previously recorded, rather than the discount represented in the offer.

We provided a clear assessment of value, control implications, negotiation risk and key commercial exposures. This included guidance on appropriate valuation ranges, justification for control premiums, exclusivity risk, and the financial uncertainty of accepting scrip from an entity without demonstrated capital strength. Our advice enabled the leadership team to reject the undervalued proposal, preserve control, and re-enter the market with a clearer negotiation position anchored in evidence-based value. The engagement protected enterprise value, strengthened decision confidence and ensured the group pursued future investment discussions on terms aligned with fair market valuation and long-term strategic benefit.

An early-stage technology venture received interest from a venture capital fund seeking to invest through a SAFE note instrument.

The proposed SAFE note terms included conversion triggers that were potentially dilutive, a board appointment right regardless of equity position, and conditions requiring personnel onboarding prior to funding. While the investment invitation signalled positive market validation, the terms introduced control, dilution, and execution risks that required an independent assessment before proceeding to due diligence.

Auscorporate was engaged to review the SAFE note and provide preliminary investment readiness advice. Our analysis examined key components of the instrument, including conversion mechanics, valuation sensitivity, equity ranking, capital deployment requirements and investor termination rights. We also identified governance, shareholder agreement conflicts, intellectual property considerations, at-call shareholder loan risk and operational dependencies that were likely to attract scrutiny through a due diligence process. Our view was that the SAFE note, if executed at the proposed indicative range, could result in significant dilution at a low valuation threshold, and the investment conditions would confer control rights disproportionate to the capital quantum.

We provided scenario-based guidance on valuation risk, dilution modelling, board rights, conversion triggers, IP evidence requirements and pre-investment data room preparation. Our advice enabled the founders to defer engagement until the business was better positioned to negotiate terms at a more favourable valuation. The engagement strengthened investor readiness, clarified due diligence priorities and allowed the venture to progress toward capital raising activities with a clearer understanding of market expectations, control implications and equity protection mechanisms.

A large multi-venue food and beverage group engaged Auscorporate to complete an independent valuation to support internal decision-making and assess potential future sale value.

The business, operating within a multi-venue hospitality group, generated the majority of its revenue through beverage sales, private functions and late-night trade. Although performance remained stable, the owners required a credible market valuation to guide strategic planning, capital deployment and future exit planning.

Auscorporate undertook a commercial valuation assessment designed to reflect real transaction conditions rather than a purely theoretical model. We reconstructed the business’s financial position to determine a normalised earnings profile, adjusting for owner-related cost structures, proportionate marketing expenditure and parent-company overhead allocations. Adjusted EBITDA served as the central valuation measure, enabling the business to be assessed on its sustainable operational profitability rather than raw accounting outcomes. Our methodology drew on hospitality-specific sales and EBITDA multiples derived from comparable bar and nightclub transactions nationwide, excluding data from freehold assets that could be distortive.

The outcome provided the client with a defensible market valuation that could be relied on. Management gained clarity on enterprise value, the drivers that could impact sale negotiations, and the pathway to achieving a successful trade sale outcome if pursued. This case demonstrates Auscorporate’s ability to translate performance into meaningful valuation insight — giving venue operators the confidence to plan, negotiate and execute decisions grounded in market truth rather than financial theory.