Published studies
The method, before the mandate
The decisions that most move the value of a transaction rest on lines the market discusses qualitatively and rarely quantifies. We publish the calculation
Articles, open access
The argument, no registration required
Full texts on the page itself, on the decisions a controlling shareholder faces before, during and after a transaction
The Buyer from Abroad
Why foreign acquirers tend to pay more, and what changes in the contract when they do
In a consolidated sector, the buyer most willing to pay is often outside the country, because it is buying access to a market that the local buyer already has. The price gap is real, but it reaches the seller only if the process is designed to capture it. Currency, structure, approvals and timing enter the negotiation from the outset, not after signing
Read the articleOpen accessBoth Sides of the Table
Conflicts of interest in M&A advisory, and what being independent means in practice
An adviser who represents the sale of a company while financing the buyer, publishing research on the shares involved or trading the same securities has interests that do not always coincide with the client's. Independence is not an adjective, it is a structure: one client per transaction, no proprietary product to place, and fees that come from the mandate
Read the articleOpen accessPrivate Credit
Who lends to mid-sized companies outside the banking system, at what cost, and when it pays off
Credit that does not pass through a bank's balance sheet has become a real alternative for companies that banks serve poorly: those that need long tenors, grace periods or bespoke structures. It costs more than secured bank lending, and therefore pays off only when the flexibility it buys is worth more than the spread it charges
Read the articleOpen accessThe Software Multiple
Why technology companies are not valued on EBITDA, and what really drives the price
A growing software company invests today to bill tomorrow, which is why current EBITDA understates what it is worth. Price is set on recurring revenue and on its quality: how much more existing customers spend each year, how much it costs to acquire a new customer, and how long that customer takes to pay back
Read the articleOpen accessThe Opinion That Protects
The fairness opinion: when it is required, whom it protects, and what it does not say
A fairness opinion is a financial adviser's letter stating that the price in a transaction is fair, from a financial point of view, to one of the parties. It protects those who decide, above all the board, but it is not a valuation, it is not a recommendation, and it loses value when the signatory has an interest in the outcome
Read the articleOpen accessAgribusiness Raising Capital
CPR, CRA, Fiagro and FIDC, and how the agribusiness value chain accesses the capital markets
Agribusiness has a set of funding instruments designed specifically for it, backed by production and by receivables across the value chain. For the mid-sized company in the sector, the choice between them depends less on the rate and more on where the collateral lies: in the harvest, in customer receivables or in the land
Read the articleFull studies
The method, with the calculation in full
Complete documents in PDF, with workings, sources in footnotes and gaps disclosed
The Cost That Does Not Shrink
Why the cost of maintaining a stock exchange listing weighs in inverse proportion to size, and the point from which delisting pays for itself
The cost of maintaining a listed company is practically fixed, and therefore weighs in inverse proportion to size. For Ambev, the present value of that cost is equivalent to three thousandths of one per cent of the company. For a company with a market value of twelve million, the same cost is equivalent to forty-four per cent, and that is where the decision to go private makes itself
Read the study · 35 pages24The House Wins
Mergers, acquisitions and fundraising in the Brazilian fixed-odds betting market, post-regulation
The 2023 law created a regulated betting market from scratch, with a licence fee of thirty million reais for up to three brands. There is a single Brazilian transaction with audited data, and it was loss-making. The rest of the document is built from there, on the targets, the buyers and the structures that still have no precedent
Read the study · 32 pages01The Debt Map
The funding instruments available to a private company, from bilateral bank credit to offshore issuance
The fixed structuring cost, not the rate, is what determines the size from which the capital markets pay off. On a twenty million issuance, two million of fixed cost consumes ten per cent of the amount raised; at five hundred million, it consumes four tenths of one per cent
Read the study · 46 pages02The Real Cost of Cheap Money
Subsidised credit, covenants and what the low rate charges elsewhere
The subsidised rate carries obligations that do not appear in the cost of capital spreadsheet: restrictions on use, performance obligations, reporting requirements and exposure to oversight for years after disbursement
Read the study · 35 pages03The Acquisition Machine
Buy-and-build, and the discipline of serial acquisition without destroying what was acquired
Serial consolidation is an operational capability, not an investment thesis. What separates those who succeed from those who do not is the integration process, not the ability to identify targets
Read the study · 35 pages04The Earnout
The option the seller receives without knowing its value, and whose underlying asset the counterparty controls
Financially, an earnout is a call option held by the seller over the future performance of the company it has just sold. It pays about twenty-one cents per contracted dollar, and the underlying asset is managed by the party that pays it
Read the study · 30 pages05The Architecture of the Deal
Negotiating a transaction, with draft clauses and the rationale for each
The share purchase agreement does not record the deal; it builds it. Each clause allocates a specific risk, and the market-standard allocation systematically favours the buyer
Read the study · 30 pages06The Exit Clauses
Put, call, shotgun, drag and tag, and what each does when the partnership sours
Exit clauses are written when the partners get along and triggered when they no longer do. The one that looks fair on paper often favours whoever has more liquidity when it is exercised
Read the study · 26 pages07Adjusted EBITDA
The numerator of the multiple, and the only line of the price that is neither an accounting measure nor audited
Every real of adjustment is multiplied by the multiple. One million of accepted add-backs is worth six and a half million in price, and it is the line that most moves the value of a transaction
Read the study · 24 pages08The Contingencies
Off-balance-sheet liabilities, successor liability and the four legitimate numbers for the same portfolio
The same litigation portfolio produces four defensible numbers: the amount provisioned, the probability-weighted expected value, the amount disclosed in the notes and the total exposure. Classification as probable, possible or remote is a legal opinion, not a measurement
Read the study · 24 pages09The Grey Zone
The cost of capital of a mid-sized private company, and why it cannot be measured
Cost of capital models were built for companies listed in deep markets. Applying them to a Brazilian private company requires assumptions that no textbook resolves, and every assumption moves the value
Read the study · 24 pages10The Crisis Map
Judicial reorganisation (recuperação judicial), from filing to plan, from the decision-maker's perspective
Judicial reorganisation saves the company and frequently wipes out the shareholder. The decision to file has a window, and it closes much earlier than the controlling shareholder imagines
Read the study · 23 pages11Two Buyers
The strategic and the financial buyer, and why the conventional wisdom about them has been wrong for thirteen years
The strategic buyer premium existed from 1992 to 2012, disappeared in 2013, and by 2025 had reversed. Funds paid 10.1 times EBITDA against 8.6 for strategic buyers
Read the study · 22 pages12The Approval
Merger control, the timetable it imposes, and the risk that lies in the tail
Ninety-eight per cent of transactions are cleared without conditions and ninety-four per cent within fifteen days. The risk lies not in the average but in the tail, and the ordinary procedure worsened by twenty-eight per cent in a single year
Read the study · 21 pages13Special Situation Assets
Acquiring distressed companies, and what changes when the seller cannot wait
Buying a distressed asset is not buying cheap; it is buying a problem at a discount. What separates a good acquisition from a bad one is the ability to distinguish a cash problem from a business problem
Read the study · 21 pages14Goodwill and the Burden of Proof
Goodwill (ágio), amortisation and the administrative tax litigation that decides whether it holds
Goodwill is only worth what the evidence supports. The future profitability appraisal is the centrepiece, and it must exist before the transaction, not after the tax assessment
Read the study · 20 pages15The Closing Window
Family succession, and the compounding cost of postponing the decision
The decision to sell or to pass on the business has a window, and it is narrower than the controlling shareholder perceives. Each year of delay shrinks the universe of buyers and the value they will pay
Read the study · 19 pages16The Engineering of Price
How the lines of the price become contractual structure, and where each is contested
Price is not a number; it is a structure. Between the announced enterprise value and the cash that reaches the seller's account lies a sequence of adjustments, and each of them is negotiable
Read the study · 19 pages17Working Capital
The most litigated line in a transaction, and why it always has two defensible numbers
The same company has two working capital numbers, both defensible, and the gap between them reaches 11.7% of the price. The choice of closing month is worth more than most of the definitional debates
Read the study · 18 pages18The Controlling Shareholder's Guide
What to do in the twenty-four months before the sale
Most of the value in a transaction is created before it begins. What is done in the preceding two years is worth more than what is negotiated at the table
Read the study · 18 pages19The Capital Gain
How much the owner takes home, and how the disposal structure changes the number
The whole series prices the company, and no document answered how much the owner takes home. The difference between equally defensible structures reaches 39 million on a disposal of 156
Read the study · 17 pages20The Middle Market Barometer
Multiples paid in the Brazilian middle market, with the methodology disclosed
A multiple published without methodology is noise. This document publishes the entire computation, so that readers can disagree with the method rather than accept the number
Read the study · 16 pages21The Guarantee That Stays
The personal guarantee that does not transfer with the company, and from which the guarantor cannot exit unilaterally
The controlling shareholder sells the company and remains liable for its debt. A surety (fiador) may release itself unilaterally; a guarantor under an aval has no such right, and Brazilian banks lend through bank credit notes (CCB), which carry an aval
Read the study · 13 pages22The Closed Window
Five years without an IPO in Brazil, the exit offerings, and the outlook for 2027 to 2031
Between 2022 and 2025 no company went public on the Brazilian stock exchange, and the only one in 2026 was entirely secondary. We project the following five years under three interest rate paths, and in none of them does the market return to 2021 levels
Read the study · 46 pagesOur standard
Open workings
Every number comes with the calculation that produces it, so that readers can rework it and disagree with the method, not merely with the result
Declared assumptions
We separate public data from our own assumptions. Where we have constructed a distribution, we say so
Recorded gaps
Where Brazilian data does not exist, the study declares its absence rather than filling it with an imported estimate
The published method is the same one applied in the mandate
If the conversation concerns a live transaction, start with the sector, the order of magnitude of revenue and the stage