Software licensing rarely sits clean in the earnings the buyer pays a multiple on. Understated run rate cost and one off true ups both distort EBITDA. Here is how buyers normalise it before applying the multiple.
Software licensing and EBITDA adjustments are where a hidden licensing problem becomes a valuation problem, because the buyer pays a multiple on earnings and every distortion in software cost is multiplied in the price. Software licensing rarely sits clean in reported EBITDA. Run rate cost is often understated, one off true ups depress a single period, deferred obligations flatter the numbers, and discounts that are about to expire make the current cost look lower than the cost the buyer will inherit. Normalising those items before applying the multiple is what stops a buyer paying a multiple on an inflated number.
Reported EBITDA can misstate software cost in several directions at once. The most common is understatement: a target running beyond its entitlements is paying less than a compliant estate would cost, so its margins look better than they are sustainable. The gap is latent under licensing, the kind of exposure standard diligence misses, and it flatters earnings until an audit converts it into a cost. A buyer who pays a multiple on those flattered earnings overpays twice, once on the inflated EBITDA and again on the true up.
The distortions also run the other way. A one off true up settlement in the period depresses EBITDA for a single year without reflecting the maintainable run rate, and should be added back as non recurring while being noted as evidence of compliance risk. Deferred true up obligations, expiring promotional discounts, and lapsed support that will have to be reinstated all hide costs that belong in the forward run rate. Each is a candidate for a software licensing and EBITDA adjustment.
The adjustment that matters most is normalising licensing to a sustainable run rate, the cost of running the estate compliantly rather than the cost currently being paid. That means costing the under licensing gap, building in the post promotion price of any expiring discount, and including the run rate of any support that will need reinstating. The result is a maintainable software cost the multiple can be applied to safely. The reconciliation behind it is the work of software spend diligence.
Separating one offs from the run rate is the other half of the job. A non recurring true up is added back so it does not depress maintainable earnings, but it is also flagged, because a settlement in the period is a signal that the estate has compliance gaps that may not be fully resolved. The exposure that drives these adjustments is quantified using the approach in quantifying cost to cure for the deal model. The table summarises the common items and their treatment.
| Item | Effect on reported EBITDA | Adjustment |
|---|---|---|
| Understated run rate licensing | Earnings flattered | Normalise to sustainable cost |
| One off true up settlement | Earnings depressed once | Add back as non recurring |
| Deferred true up obligation | Earnings flattered | Provide for the future cost |
| Lapsed support reinstated | Cost not yet in the run rate | Include reinstatement run rate |
| Promotional discount expiring | Cost set to rise | Model the post promotion rate |
The reason software licensing and EBITDA adjustments deserve attention out of proportion to their dollar size is the multiple. A buyer paying ten times EBITDA who misses an annual licensing understatement of two million dollars is overpaying twenty million at the enterprise value level. The understatement looks small in the profit and loss and large in the price, which is why it is so easy to miss and so costly to leave. The link between the adjustment and enterprise value is developed in latent liability and enterprise value impact.
The same logic makes these adjustments part of a proper quality of earnings review rather than a separate exercise. Software cost is an operating cost like any other, and its normalisation belongs alongside the other earnings adjustments the buyer relies on, as set out in software risk in the quality of earnings analysis. Treating it separately, or not at all, is how the distortion survives into the price.
These adjustments are found by reconciling entitlement against deployment to surface understated or deferred cost, reviewing support and discount terms for expiry, and separating recurring run rate cost from one off settlements. The work is specialist because the data does not present itself: the under licensing gap is invisible in the financials, and only a reconciliation against contracts and actual usage reveals it. The scale of what can be hidden is shown by public disputes, where SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over inherited licensing, as of June 2026.
Done before signing, the adjustments protect the price. Done after close, they become a cost the buyer carries. The buyers who avoid the overpayment commission the software dimension as its own workstream and feed the normalised run rate into the model, so the multiple is applied to a clean number. This is commercial and licensing advisory, not legal advice, so engage your own counsel on the interpretation of any clause. The synergy side of the model is covered in modeling software synergies for the deal thesis.
Software licensing and EBITDA adjustments sit within software in deal valuation, alongside the cost to cure and quality of earnings work. Engage your own counsel for legal interpretation of any contract, clause, or claim.
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