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EBITDA meaning

What does EBITDA mean?
EBITDA describes, in practice, a company’s trading performance used across M&A, finance and restructuring. It is earnings before interest, tax, depreciation and amortisation—an operating result that excludes financing and tax effects and certain non‑cash charges. It is not defined by legislation or case law in the UK or Ireland; it is a descriptive financial metric. In legal documents it is typically a defined term, with agreed adjustments. Typical uses include valuation (EV/EBITDA), purchase price mechanisms (completion accounts, earn‑outs), financial covenants in loan agreements (leverage ratio, interest cover), pricing ratchets and restructuring analyses. Parties frequently use “Adjusted” or “Normalised EBITDA”, adding back exceptional, non‑recurring or pro‑forma items. The drafting should specify the accounting framework (IFRS or UK/Irish GAAP, e.g. FRS 102), the calculation period, policies (including the impact of IFRS 16 leases), and any auditor or management‑account basis. Limitations: EBITDA is not cash flow, can be influenced by accounting judgments (capitalisation, provisions) and should be considered alongside cash generation, working capital and net debt. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. For listed companies, EBITDA is an alternative performance measure and market disclosure rules expect clear definitions and reconciliations. Always check the specific contractual definition.
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View the related News about EBITDA

NEWS
Re Poundland Ltd: cross-class cram down restructuring plan sanctioned despite nine dissenting landlord classes; fair allocation of benefits and justified differential treatment upheld (England and Wales)

Re Poundland Ltd [2025] EWHC 2755 (Ch) What was the background? Poundland Ltd ran around 800 discount stores across the UK, employing 13,100 people, but fell into financial distress after unsuccessful moves into chilled and frozen categories and e‑commerce, while higher National Insurance and the living wage pushed up operating costs. EBITDA dropped steeply from £87m in FY22 to £25m in FY24, with FY25 projected at a negative £117m. The business was owned by Pepco NV via PEU (Tre) Ltd, and between 2021–2022 Pepco advanced £237m in unsecured loans to meet post‑coronavirus (COVID‑19) needs and fund the diversification programme. A limited M&A process in spring 2024 produced only two interested parties, neither proceeding due to sharply worsening profitability. Pepco then began a strategic review, including a CBRE leasehold estate review that found extensive over‑renting across the portfolio. Efforts to reach consensual lease restructurings with landlords saw only modest progress, constrained by the portfolio’s scale and cash flow‑driven time limits. In March 2025 Pepco supplied further liquidity through a £30m...

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NEWS
Budget 2025: UK tax reforms across corporate, personal, VAT, stamp and international regimes—key measures, anti-avoidance, administration and practical implications for lawyers

On 26 November 2025, Rachel Reeves, the Chancellor of the Exchequer, presented the Labour administration’s second Budget, widely referred to simply as Budget 2025. On the same day, the Office for Budget Responsibility (OBR) set out its economic and fiscal outlook for the UK. Proceedings opened poorly, and chaotically, with an OBR forecast leaking amidst a slew of prior government-led briefings and the release of a frustratingly static index of ‘Budget 2025 tax related documents’ to which hyperlinks were not inserted until close to 8pm, together with a piecemeal, stop‑start publication of tax information across scattered web pages, sending readers on a fruitless treasure hunt for clarity or coherence and with no appearance whatsoever of the Overview of Tax Legislation and Rates (OOTLAR). Headline measures comprised, among other items, extending, for another three years to April 2031, the existing personal allowance and income tax bands for taxpayers, and increasing income tax rates applied to property, savings and dividend receipts, as well as imposing employer and employee National Insurance contributions (NICs)...

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View the related Practice Notes about EBITDA

PRACTICE NOTES
UK Corporate Interest Restriction elections: interest allowance (alternative and investment), consolidated partnerships, group‑EBITDA (chargeable gains), and group ratio (blended)

The corporate interest restriction (CIR) framework is extensive and intricate. This Practice Note concentrates on the elections a group can choose to make within its interest restriction return. Readers are also directed to: Practice Note: Corporate interest restriction—quick guide for a brief, high-level overview of the CIR and the background to its introduction Practice Note: Corporate interest restriction—glossary of key terms for the meanings of key terms and concepts used throughout the CIR legislation Practice Note: Corporate interest restriction—the main rules for a closer look at the principal operative provisions of the CIR Practice Note: Corporate interest restriction—administration for the more administrative aspects of the CIR, including the interest restriction return The CIR rules permit groups to make specific elections that change the computation of group-interest and other amounts that feed into the group ratio method. Group-interest (rather than tax-interest) is an accounts-based measure of interest and the central component in the calculations of NGIE, ANGIE and QNGIE. Each of the...

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PRACTICE NOTES
Law Firm Valuation: Discounted Economic Income Model with EBITDA, Risk-Adjusted Discount and Capitalisation Rates, Terminal Value and Worked Example

This Practice Note examines methods for valuing law firms and sets out the elements most prone to shape that assessment. Although several conventional approaches exist, it offers a worked illustration of an earnings-led valuation (discounted economic income). Investors commonly adopt this approach when pricing a company and, therefore, it is a vital computation to undertake before starting any talks. The outcome might be below your expectations, yet it provides a window into the sum an investor or acquirer could be prepared to offer. The discounted economic value model In brief, this model projects a firm’s future net cash profits and discounts them to today’s value. By applying an appropriate discount rate, it seeks to reflect the spectrum of risks the business encounters in generating that earnings flow over time. The exercise, therefore, converts anticipated cash returns across multiple years into a single current figure that recognises uncertainty, timing, and sustainability in the delivery of the net income stream...

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PRACTICE NOTES
Covenant-lite and covenant-loose leveraged finance: structures, springing covenants, bond-style terms, documentation trends, and investor risk considerations in Europe

Overview This Practice Note outlines key characteristics of covenant loose and covenant lite financings and considers certain risks that investors in these facilities may encounter. It assumes a degree of familiarity with leveraged finance terminology and documentation. For introductory material on leveraged finance financial covenants, see Practice Note: Leveraged finance—financial covenants. For an introductory guide to acquisition finance, see Practice Note: Introductory guide to acquisition finance. The Glossary of acquisition finance terms and jargon may also be helpful... Terminology Traditional ‘covenanted’ facility European leveraged facility agreements have traditionally included a package of financial covenants designed to monitor the borrower‑group’s financial performance against a base case financial model. The full suite typically comprises the following covenants: Leverage — this is the ratio of the group’s total [net] indebtedness to its earnings before interest, tax, depreciation and amortisation ( EBITDA ). The leverage ratio gauges the group’s indebtedness against its ordinary operating profit; the higher the ratio, the more indebted the group and the greater...

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View the related Precedents about EBITDA

PRECEDENTS
Precedent EBITDA-linked annual bonus schedule for contracts of employment and directors’ service agreements (calculation thresholds, pro-rating, interim payments, auditor certification, termination/forfeiture, tax/pension, board discretion)

This Precedent This Precedent is an illustrative bonus schedule for insertion as a schedule into an employment contract or a director’s service agreement. It grants entitlement to an annual bonus determined by reference to a company’s earnings before interest, tax, depreciation and amortisation (EBITDA). EBITDA is a benchmark used to assess a company’s overall performance...

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