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    How Would You Value a Private Company?

    Same three methods as a public company — DCF, public comps, and precedent transactions — but with a few private-company tweaks: derive beta from public comparables (unlever then relever), normalize owner-related expenses, and apply a ~10-30% illiquidity discount because there's no liquid market for the shares.

    Definition

    This is a stress test of whether you actually understand valuation or just memorized 'DCF, comps, precedents.' The interviewer wants to see that you know the three core methodologies still apply to a private company, AND that you can name the specific adjustments private status forces: no market cap, harder-to-find comps, a missing observable beta, and an illiquidity discount. The headline answer: you use the same three methods — a DCF, comparable companies, and precedent transactions — but you adjust for the lack of a public market and apply a private-company (illiquidity/liquidity) discount of roughly 10-30% to the resulting value.

    The headline answer (say this first)

    "I'd use the same three core methods I'd use for a public company — a DCF, comparable companies analysis, and precedent transactions — but I'd make a few adjustments for the fact that it's private." Leading with the framework and then flagging the adjustments shows you know the standard answer isn't enough. The adjustments are what separates a good answer from a recited one.

    The three methods, applied to a private company

    DCF: largely unchanged conceptually — project unlevered free cash flow, discount at WACC, add a terminal value. The twist is the discount rate. A private company has no traded stock, so you can't observe its beta. You derive beta from public comparable companies: take their levered betas, unlever each, take the median, then relever at the target's capital structure. The DCF is often the most relied-upon method precisely because it doesn't need a stock price.

    Comparable companies: still works — you apply public-company EV/EBITDA or EV/Revenue multiples to the private company's metrics. But private companies are usually smaller, so trim for size, and you typically apply a discount to the implied value (see illiquidity discount below).

    Precedent transactions: often the BEST method for a private company because past M&A deals include a control premium and reflect what a buyer actually paid — and private companies are usually valued in the context of a sale. No public-market-price assumption is needed at all.

    The private-company adjustments that earn the points

    1. No market cap / equity value: you can't read enterprise value off a screen — you build to it. 2. Beta: borrow it from public comps (unlever/relever). 3. Normalize the financials: private owners run personal expenses, above-market salaries, or one-time items through the P&L. You add these back to get a clean, normalized adjusted EBITDA. 4. Illiquidity (or 'private company' / DLOM) discount: because there's no liquid market to sell the shares, apply roughly a 10-30% discount to the value implied by public comps. 5. Smaller and riskier: private firms often warrant a higher discount rate (size premium) in the DCF.

    Common follow-ups

    "Why is a private company worth less than an otherwise-identical public one?" — Illiquidity. You can't easily sell the shares, so a buyer demands a discount. "Where does the discount rate come from if there's no beta?" — Unlever public comps' betas and relever at the target's structure; add a size premium. "Which method do you trust most?" — Precedent transactions, because real deals reflect what acquirers pay for control of similar private assets; DCF second because it's price-independent. "What if there are no good public comps?" — Lean harder on the DCF and on M&A precedents, and widen your comp universe by business model rather than exact industry.

    Worked Example — With Real Numbers

    A private SaaS business does $20M revenue and $5M of [adjusted EBITDA](/concepts/adjusted-ebitda) after you add back $1M of owner's above-market salary. Public comps trade at a median 12x EV/EBITDA. Applied raw, that implies an enterprise value of $60M. But because the company is private and illiquid, you apply a ~20% illiquidity discount, taking implied EV to roughly $48M. You'd triangulate that against a DCF (using a beta unlevered/relevered from those same public comps, plus a small size premium) and against EV/EBITDA multiples paid in precedent M&A deals for similar private SaaS targets — landing on a valuation range, presented as a [football field](/concepts/football-field-chart), rather than a single number.

    Key Takeaways

    1

    Lead with the same three methods — DCF, comps, precedent transactions — then flag the private-company adjustments.

    2

    There's no observable beta, so derive it from public comps: unlever, take the median, relever at the target's capital structure.

    3

    Normalize the financials first (owner salary, personal expenses, one-time items) to get a clean adjusted EBITDA.

    4

    Apply a ~10-30% illiquidity / private-company discount because there's no liquid market for the shares.

    5

    Precedent transactions are often the most reliable method for a private company; valuation is a range, not a point.

    Common Mistakes in Interviews

    Saying you'd use a 'market cap' or stock price — a private company has neither.

    Forgetting the illiquidity / private-company discount entirely (the single most common ding).

    Not knowing where beta comes from — you must unlever public comps' betas and relever at the target.

    Skipping financial normalization (adding back owner perks/salary) before applying multiples.

    Treating it as a totally different valuation universe — the methods are the same; only the adjustments change.

    How Interviewers Test This

    Don't just list the three methods and stop — that's the answer of someone who memorized it. Spend 70% of your airtime on the adjustments (beta from comps, normalization, illiquidity discount). That's the part that proves you understand WHY private is different. Deliver it in 30-45 seconds, then pause for the follow-up.

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