A manufacturer wants a five-year loan for a machine. Its own appraisal shows a strongly positive net present value, but the machine saves little cash in years one to three and a lot in years four to eight.
Loan to Enterprise Value: a Worked Example
Earnings fall a tenth; the cushion under the debt falls a third.
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED · 7 MIN READ
// THE SHORT ANSWER
An acquisition lender asks two questions of the same debt: can the business's cash carry it, and if the cash fails, is the business still worth more than is owed? Loan to enterprise value answers the second. It sets the debt ranking ahead of and alongside the lender's tranche against what the whole business would fetch, and the remainder is the owners' value, which is lost first. Because enterprise value is earnings multiplied by a multiple, the ratio moves with both, and a modest fall in each can move it a long way.
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.
// MAKE THE CALL
Issue 11 — The Term Sheet War. A nine-year client brings a competitor's term sheet: 40 basis points inside your pricing, covenant-lite, and a Friday deadline. Your call first, then the senior banker's.
PART OF Corporate Lending and Credit Risk
// 01 — WHY AN ACQUISITION LENDER COUNTS THE CUSHION
A bank lending against a building reads its security through the value of that building. A lender to a buyout often has nothing comparable to value. The premises are leased, the equipment would fetch little at auction, and most of the price paid was for goodwill: the customers, the staff, the name. The security that matters is the business as a going concern, usually held through a share pledge and general security over the operating companies. Loan to enterprise value is the lender's reading of that security: how far the business can fall in value before a sale would not repay the debt.
It also shows where each lender sits. A senior lender reads the ratio on the senior debt. A second-lien or mezzanine lender reads it on everything ranking ahead of it plus its own tranche, because in a sale the senior debt is paid first. The same business can stand at 40% for one lender and 50% for the next.
// 02 — HOW THE RATIO IS BUILT
The last line is why a lender reads the ratio beside debt to EBITDA. Leverage says how many years of earnings the debt represents; the multiple says how many years of earnings a buyer will pay for. The ratio is one divided by the other. A business at six times leverage is lightly lent against if buyers pay fifteen times for businesses like it, and heavily lent against if they pay seven.
Three inputs need care. Debt should include whatever would rank with or ahead of the tranche in a sale, even if it is not called a loan: finance leases, a vendor loan that is not subordinated, PIK interest added to principal. Enterprise value should carry its source and date, whether the price paid, a valuer's report, the owner's own carrying value or the lender's estimate. And the multiple must apply to the same EBITDA the lender uses, not an adjusted figure on one side and a reported one on the other.
// 03 — THE EXAMPLE
A private equity fund buys a group of audiology clinics, constructed for this page like every figure in it, for an enterprise value of US$96m, twelve times EBITDA of US$8.0m. It funds the price with a senior term loan of US$38.4m, a second-lien loan of US$9.6m and US$48m of equity. Two years later EBITDA is US$7.2m, and recent sales of similar clinic groups point to ten times rather than twelve. Debt is held flat to keep the example simple, and the multiples are the example's, not a view of the market.
Earnings fell by a tenth and leverage rose by two-thirds of a turn, a change a leverage covenant might tolerate. The cushion beneath the second-lien lender fell from half the business's value to a third, and more than half of the lost value came from the multiple, which the clinics did not control. Read on leverage alone, this is a business that has weakened. Read on enterprise value, the owners' equity has halved, a sponsor with less to protect is less likely to put in more money, and a second fall of the same size would leave the second-lien loan with nothing beneath it.
// 04 — HOW IT DIFFERS FROM A PROPERTY LVR
The ratio shares its abbreviation with the loan to value ratio on property, but the value behind it behaves differently. A building's value comes from a valuer who can point to sales of similar buildings, and the building still stands if the tenant leaves. An enterprise value exists only while the business trades: a clinic group whose audiologists walk out is not worth ten times anything. A property ratio is also commonly tested against a fresh valuation. Loan to enterprise value is more often read at approval and in portfolio reviews, because valuing a whole business on every test date would be costly and contestable.
Who sets the value matters as much as the number. A 2025 report on Australian private credit, prepared for ASIC by independent reviewers, found that internal valuations by credit staff or deal teams create conflicts where fees depend on those values, and, in real estate lending, a lack of clarity over whether a quoted loan-to-value ratio rested on cost, current value or forecast completion value. Those findings concern fund and property valuations, but the questions carry over: a lender reading loan to enterprise value in any market asks which value, set by whom, and when.
DEFINED IN ONE PARAGRAPH → · BANK LOAN VS PRIVATE CREDIT → · SECOND LIEN →
// 05 — WHERE IT DECIDES A FILE
At approval the ratio is the lender's check on the price. A buyer paying a high multiple can show acceptable leverage on optimistic EBITDA and a low ratio on its own price. The lender tests both by asking what the business would be worth at a lower multiple, and how much of the debt that value would still cover. The question is not whether the price was right but how wrong it can be before the lender's money is at risk.
After completion it is a monitoring figure and a negotiating one. When an owner asks for a dividend recapitalisation or more debt, it argues from a higher value; the lender argues from the multiple that recent sales support. And when trading weakens, the ratio tells the lender how much the owners still have to lose, which bears on whether they will fund a cure or step back.
// SOURCES
The documents the statements on this page rest on. Each was opened and checked when cited.
- Australian Securities and Investments Commission, REP 814 Private credit in Australia (September 2025), a report prepared for ASIC by independent reviewers — section 2, Executive summary (portfolio transparency and valuations) — Finds that internal valuations by credit staff or deal teams create conflicts where fees depend on those values, and that in real estate lending it is unclear whether a quoted loan-to-valuation ratio rests on cost, current value or forecast completion value — section 04.
// QUESTIONS PEOPLE ASK
- What is a good loan to value ratio for an acquisition loan?
- There is no single level. Lenders set their own appetite, and it depends on the tranche, how stable the earnings are and how the multiple was reached. A lender to a business with contracted revenue may accept a higher ratio than one lending to a cyclical business, because the value is less likely to fall. What a lender reads is the ratio at the price paid and at the lower multiple it thinks buyers would pay in a weak market; the gap shows how much of the cushion depends on the market.
- How is enterprise value calculated for a private company?
- Usually as a multiple of earnings: EBITDA for the latest twelve months, or a maintainable figure, multiplied by the multiple that sales of similar businesses or listed peers suggest. At completion, the price paid on a cash-free, debt-free basis is the obvious figure. Valuers also use discounted cash flows. For a lender, consistency matters more than method: the multiple must apply to the same earnings definition, and the source and date of the value should be stated.
- Is loan to enterprise value the same as LTV?
- In acquisition and private credit lending, LTV usually means exactly this: debt divided by the value of the whole business. In property lending, LTV or LVR means the loan divided by the value of the property, and in fund finance it can mean a loan divided by the value of a fund's investments. The arithmetic is the same; the value behind it, and how fast that value can fall, differ. A credit paper that quotes the ratio should say which value it means.
- Why does loan to enterprise value rise when EBITDA falls?
- Because enterprise value is calculated from EBITDA. A fall in earnings lowers the value at the same multiple, and the debt does not shrink with it, so the ratio rises. If buyers also start paying a lower multiple, the two effects compound. A business whose EBITDA falls by 10% while its multiple falls from twelve to ten times loses a quarter of its value, and the share of what is left that belongs to its lenders rises accordingly.
// NEXT TO IT
- FACILITIES AND THEIR SHAPEDividend recapitalisation (dividend recap)The business is the same. The owners' stake in it is not.
- FACILITIES AND THEIR SHAPESponsor-backed lendingThe sponsor owes nothing. It still decides most things.
- FACILITIES AND THEIR SHAPEPIK interest (payment in kind)The interest is paid in more debt, and the debt keeps growing.
- FACILITIES AND THEIR SHAPEEquity contribution (acquisition finance)Count the cheque, then read what it is made of.
// ON WHOSE DESK
The seats that read this term in an ordinary week. Each page says what the seat is for, who arrives in it, and the shape of the round it runs.
- Business relationship managerCarries a book of trading businesses — wins them, keeps them, and is the bank's voice when the answer is no.
- Credit analystReads a borrower and writes the recommendation a decision-maker will act on.
- Lending operations officerTurns an approval into a working facility — documentation, security, drawdown, and the register that says what the bank actually holds.
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