We have watched buyers walk the same deal, read the same materials, tour the same network, and come away underwriting two very different businesses.
One sees the EBITDA on the page. The other sees the network behind it: the customers likely to stay, the plant that will need capital, the competitive pressure building at the edge of the footprint, the obligations that survive closing, and the growth that still has to be executed.
Those buyers may put similar numbers on the first offer. What they believe they are buying can be very different. Winning the process determines who gets the asset. The underwriting determines what they actually bought.
Underwrite like an owner.
We underwrite networks with an operator's lens because members of our team have owned and operated fiber and fixed wireless networks. That changes the questions we ask. Across the deals we work, the underwriting keeps returning to the same places.
The plant. Its remaining life, not just its existence. What was built, how it was built, what condition it is in, and what happens when the growth plan starts asking more of it.
The revenue. Not simply what appears on the trailing financials. What remains after promotional pricing rolls off, competition reaches the market, and churn begins to separate durable customers from temporary ones. Subscriber count is a starting point. Revenue quality tells you what those subscribers are worth.
The EBITDA. How much belongs to the underlying business, and how much depends on adjustments. We have seen add-backs that were supportable and add-backs that were hope. A buyer should know which is which before the offer hardens.
The obligations. Debt, liens, consents, contracts, commitments, and anything else that follows the assets into or through closing. None is automatically a problem. Unpriced, any of them can become one.
The capital. What the network will require after closing. Deferred maintenance, equipment refreshes, capacity upgrades, committed construction, or the next phase of growth may never appear in headline EBITDA. They will appear in the buyer's budget.
Then there are the operating realities a data room rarely volunteers on its own. How often does the network go down? Why? Where are the recurring trouble spots? What does the maintenance history tell you about how the network was actually run?
In broadband, the honest answer sometimes involves squirrels. We know to ask because we have seen them damage fiber. That is a small example of a larger point: operating a network teaches you to look for things a spreadsheet does not know to ask about. The questions that determine what year two looks like are often not the questions that got the business into the teaser.
The right terms are not the lowest price.
It is worth saying directly because buyers sometimes expect their advisor to promise it: buying on the right terms does not mean paying as little as possible. A buyer should absolutely change its view when the facts change. New information discovered in diligence can affect value, structure, or both.
That is different from treating every issue as an opportunity to take another dollar out of the deal. We have seen buyers focus so heavily on winning the negotiation that they create a closing problem, a seller problem, or a reputation problem that follows them into the next process. And a low price does not rescue a bad acquisition.
The right terms are more durable than the lowest number a buyer can negotiate. They reflect the business as it actually exists, account for what remains uncertain, and leave both sides able to close the transaction they agreed to. The best transactions we have been part of are the ones where, a year later, neither side describes the other as having won. Both got what they underwrote.