Pro forma EBITDA
What is pro forma EBITDA after an acquisition, and what should a lender count?
ONE OF 366 TERMS · FREE · NO SIGNUP
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
Pro forma EBITDA restates a group's earnings as if an acquisition or a disposal had happened at the start of the test period, so that leverage is measured against the business the lender is actually financing. A group earning US$20m that buys a business which earned US$5m over the same twelve months has pro forma EBITDA of US$25m before any adjustment. The arguable part is what goes on top: expected synergies and cost savings, which facility agreements often allow only up to a cap and within a set period. A lender reads the acquired earnings from the target's own accounts, and the synergies as a forecast.
BASIS Practitioner judgment from sixteen years in commercial banking, set out in How Bankers Think (Highbank Press, 2026). Every borrower on this site is a composite constructed for teaching, not a client. The market is mid-market commercial lending as practised in New Zealand and Australia; where a convention differs elsewhere, the page says so.
// WHAT IT IS NOT
Adjusted EBITDA adjusts one business's own history; pro forma EBITDA combines businesses as if they had been one group for the whole period, and the two are often stacked in one definition.
// WORKED IN
// NEXT TO IT
- Cash conversion cycle
- Quality of earnings
- Debtor days
- Debt service cover ratio (DSCR)
- Interest cover ratio
- Debt to EBITDA (leverage)
- Dividend payout ratio
- Debt per kgMS
- Fixed charge cover ratio (FCCR)
- Global cash flow
- Adjusted EBITDA
- Creditor days (DPO)
- Inventory days (DIO)
- Maintenance capex
- Gearing
- Tangible net worth
- Downside case
- Breakeven milk price
- Debt-like items
- Operating leverage
- EBITDAR
- First-lien leverage
- Cash conversion (ratio)
- Order book cover
- Farm working expenses (FWE)
- Cost of production (dairy)
- Advance rate schedule (dairy)
- Liquidity headroom
- Normalised working capital (working capital peg)
- Owner drawings
- Net debt (covenant definition)
- Cash netting cap
- LTM EBITDA (last twelve months)
- Run-rate EBITDA
- Add-back cap
- Cash flow available for debt service (CFADS)
- Loan life cover ratio (LLCR)
- FFO to debt
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