The Wind Point sell-side lens — what reaches the owner: normalized earnings, the equity bridge, deleveraging, and what blocks a clean sale.
At a 14× exit, run-rate EBITDA of $3.4B frames an $81.5B enterprise value and $56.4B of proceeds — a 108.5× MOIC. The $947.4500000000003M run-rate-vs-reported gap is worth $13.3B of EV, so make the QoE bridge diligence-proof and clear the Normalized run-rate EBITDA defensible block before the dataroom opens.
4 of 4 headline metrics improving vs prior · still off target: EBITDA $32.15B vs $34.00B, Net Debt/EBITDA 1.7x vs 1.5x, Free Cash Flow $8.70B vs $9.00B
Move to credit hold pending paydown; reforecast ARR net of likely churn.
Distress filings + overdue AR; churn risk High on $6.4M account.
Sets deal capacity and refinancing risk.
A buyer underwrites run-rate, not reported — at 14× that $947.4500000000003M gap is worth $13.3B of enterprise value.
The lowest-% dataroom item is the top exit risk: Bridge built; unbanked synergy needs support.
The cockpit is strong day-to-day — but this is the exit lens. It cuts through to what an exit actually turns on: debt, normalized earnings, the equity proceeds that reach Wind Point, and the diligence items that block a clean sale. At a 14× exit, run-rate EBITDA of $3.4Band $13.8B of gross debt frame the whole conversation.
Reported → add-backs → Adjusted → unbanked synergy → annualize → leakage → Run-rate normalized.
So what: a buyer underwrites run-rate, not reported — the gap is $947.4500000000003M of EBITDA. At the 14× exit multiple that gap is worth $13.3B of enterprise value, which is exactly why the QoE bridge has to be defensible.
Exit EV → less net debt → less fees → Equity value → less mgmt rollover → Proceeds to Wind Point.
MOIC: against an assumed $520M of invested equity, $56.4B of proceeds is a 108.5× MOIC. Net debt and fees take $12.6B off the top; management rollover takes the rest of the gap to gross EV — the bridge is what turns a headline multiple into real cash to the fund.
Quarterly FCF sweep pays down the term loan; EBITDA growth does the rest. Covenant is 5.5×.
| Period | Beg debt | FCF sweep | End debt | EBITDA | Leverage | Kind |
|---|---|---|---|---|---|---|
| Q2 FY26 (act) | $13.7B | −$487.26M | $13.2B | $3.1B | 4.20× | Actual |
| Q3 FY26 | $13.2B | −$433.12M | $12.8B | $3.3B | 3.86× | Forecast |
| Q4 FY26 | $12.8B | −$568.47M | $12.2B | $3.5B | 3.49× | Forecast |
| Q1 FY27 | $12.2B | −$460.19M | $11.7B | $3.7B | 3.18× | Forecast |
| Q2 FY27 | $11.7B | −$514.33M | $11.2B | $3.9B | 2.90× | Forecast |
| Exit FY27 | $11.2B | −$595.54M | $10.6B | $4.1B | 2.61× | Forecast |
First-lien term loan dominates; revolver headroom and seller notes round out the structure.
| Tranche | Kind | Balance | Rate | Maturity | Note |
|---|---|---|---|---|---|
| First-lien Term Loan B | Term | $11.2B | SOFR + 475 (≈9.6%) | 2028-06 | Covenant-lite; springing leverage 5.5x on revolver draw. |
| Revolving credit facility | Revolver | $1.6B | SOFR + 400 | 2027-06 | $150M facility; $90M undrawn = liquidity. |
| Seller notes / earnouts | Seller | $595.54M | 6.0% fixed | 2026-2027 | Deferred consideration on RFI/ECD tied to synergy capture. |
| Finance leases (fleet/RE) | Lease | $351.91M | ≈7% | rolling | Fleet + office leases. |
Net revenue retention dips at year 1 on integration, then recovers on platform cross-sell.
| Cohort | Acquired | NRR at acq | NRR yr 1 (dip) | NRR now | Yr-1 churn | Note |
|---|---|---|---|---|---|---|
| Birla Opus | 2021 | 98% | 95% | 111% | 9% | Integrated; cross-sell drove recovery above 110. |
| Aditya Birla Capital | 2021 | 97% | 96% | 109% | 8% | Stable base; ITM attach lifted expansion. |
| UltraTech Cement | 2022 | 99% | 94% | 108% | 11% | Early dip on rebranding; now expanding. |
| Birla Pivot | 2023 | 96% | 92% | 103% | 12% | Mid-recovery; ERP cutover disruption tail. |
| Livaeco | 2024 | 95% | 90% | 96% | 14% | In the trough — integration churn not yet offset. |
| Birla Cellulose | 2024 | 94% | 91% | 95% | 13% | Earliest; watch the base through cutover. |
Integration dips the base in year one, then platform cross-sell recovers it above 105 — except ISC and Signet, still in the trough and the one soft spot a buyer will probe in the recurring-revenue pack.
The top exit risk is the lowest-% item — Normalized run-rate EBITDA defensible (70%): Bridge built; unbanked synergy needs support.