LANDMARKETBefore discussing an agribusiness sale, prepare a consistent picture of revenue, costs, debt and seasonal funding needs. A buyer needs to understand which results belong to the business being sold, what supports them and which obligations will remain at the transaction date.
The land bank, machinery and production facilities describe the asset. Financial information explains how it operates and what funding it requires. A broader agribusiness valuation therefore benefits from a separate exercise to prepare accounts, supporting schedules and the owner’s explanations.
Start with four documents: the companies and assets included in the sale, a reconciliation of financial performance, a debt register and monthly working-capital information. Use consistent periods, currencies, dates and inclusion rules throughout.
01
Define the business being sold
If the farm operates through several entities, map where crops are recorded, which entity leases the land, who owns the equipment, who borrowed the funds and who sells the produce. Identify the companies and assets included in the transaction and those retained by the owner.
Group results should not be presented as a single company’s results without explanation. Within the agreed perimeter, identify intercompany sales, loans and balances so they are not counted twice. Explain transactions with entities outside that perimeter separately.
Reconcile statutory accounts with management reporting. Explain each material difference, including timing, classification, incomplete transactions and errors that still require correction. Do not adjust the underlying records merely to support a desired price.
02
Explain how EBITDA was calculated
EBITDA means earnings before interest, tax, depreciation and amortisation. Show the reported starting point, the items added or removed and the calculation period. The abbreviation alone does not make two calculations comparable.
In its 16 February 2026 Q&A, ESMA notes that IFRS 18 does not define EBITDA. The practical lesson for sale preparation is to disclose the calculation and reconciliation, rather than presenting only a headline number. The Q&A’s regulatory requirements for issuers should not automatically be treated as obligations for every Ukrainian limited liability company.
Review non-recurring costs and income, related-party transactions, the owner’s personal expenses and changes in the value of inventories or biological assets. Support each proposed adjustment with evidence and explain whether its effect is likely to recur. Removing a one-off gain can reduce adjusted earnings; adjustments should not operate only in the seller’s favour.
Do not exclude recurring repairs or logistics costs simply because they weaken the presentation. Show disputed adjustments separately, since the buyer may reject them.
03
Reconcile earnings with cash movements
Revenue may have been recognised before a customer pays. Funds may also have been committed to inventories, capital spending or debt repayment. EBITDA therefore does not replace cash-flow analysis.
IAS 7 distinguishes operating, investing and financing cash flows. For transaction discussions, explain business receipts and payments, investment in long-term assets and financing movements separately. This is an analytical recommendation; the company’s applicable financial reporting framework must be established independently.
Prepare monthly cash movements and explain material differences. If reported performance improved while supplier payments were deferred, show both the result and the corresponding obligation.
04
Build a debt register
For each material facility or financing arrangement, identify the borrower, lender, currency, balance, interest, maturity, repayment schedule, security and any breaches. Reconcile the register with agreements, accounting records and balance confirmations.
Review shareholder loans, leases, accrued interest, overdue payments, guarantees and contingent obligations separately. Their treatment in net debt is not automatic: agree the definition, eligible cash and exclusions for the specific transaction.
A working approach is agreed debt and debt-like items less agreed cash. Restricted cash, leases and related-party loans need explicit treatment rather than an undisclosed assumption inside a formula.
05
Review state-guaranteed borrowing
On 9 October 2026, the Ukrainian Government announced easier access to state portfolio guarantees for agricultural and food-processing businesses and changes concerning the transfer of claims under credit obligations. This provides a timely reason to revisit financing documents before a sale.
Do not exclude a facility from review because it is associated with a public support programme. With the lender and advisers, check change-of-control provisions, required consents, early repayment and the release of security. Do not assume that debt has been forgiven or that existing terms will automatically continue after a sale.
This article does not determine any particular farm’s eligibility for public support. That requires a review of current programme conditions and the borrower’s documents.
06
Account for seasonal working capital
Transaction working capital is an agreed set of operating current assets and liabilities. The review may cover inventories, receivables, advances and payables. Define included items and exclusions explicitly.
Show monthly movements over at least a full production cycle and, where available, several comparable cycles. Assess quality as well as quantity: whether stocks can be sold, overdue receivables collected and supplier obligations measured correctly.
Funding needs before sowing differ from those after crop sales. A balance at an arbitrary date may therefore be a weak basis for a working-capital target. Agree the date, seasonality, accounting rules and verification process.
07
Agree how financial items affect the price
Under a cash-free, debt-free valuation approach, the price for company interests may be adjusted for agreed net debt and the difference between actual and target working capital. This is one possible mechanism, not a mandatory formula for every sale.
If the agreement uses such adjustments, specify who prepares the calculation, which rules apply, the measurement date and how disagreements will be resolved. Check that the same item is not deducted twice through debt and working capital.
Verified EBITDA does not determine the price by itself. The perimeter, land leases, assets, risks, future investment and payment terms also affect negotiations. The 14,300-hectare transaction case explains why a single deal amount should not become a universal benchmark.
08
Prepare evidence for the buyer
| Item | Supporting information | Explanation required |
|---|---|---|
| Revenue and costs | Accounts and detailed schedules | Period, perimeter and material differences |
| EBITDA | Reconciliation to reported earnings | Method and each adjustment |
| Debt | Agreements, balances and schedules | Borrower, currency, interest and security |
| State guarantees | Programme and facility documents | Applicable terms and lender responses |
| Inventories and receivables | Registers, ageing and confirmations | Quality and recoverability |
| Payables and advances | Schedules and agreements | Due dates and transaction perimeter |
| Cash movements | Monthly information | Seasonality, capital spending and financing |
09
Organise the information before negotiations
Assign responsibility for one consistent version of the financial information. Check that totals agree across the presentation, spreadsheets and accounts. Maintain an open-issues list with responsible people and missing documents.
An initial introduction can use a high-level description without confidential detail. Agree further disclosure with advisers and the buyer. Detailed records can be shared through a controlled data room after confidentiality arrangements are agreed, with access and version controls.
Use the agribusiness sale document checklist alongside the financial review. A complete financial package does not replace checks of land, company and property rights.
Debt, collateral and litigation
What an agribusiness owner should prepare before a sale involving debt, security or litigation
LANDMARKET
Discuss confidential sale preparation
Considering an agribusiness sale? Discuss confidential sale preparation. For an initial enquiry, describe the region, approximate business scale and intended sale perimeter. Detailed financial records do not need to be posted publicly. This article provides general information. A specific transaction requires document review and the resolution of accounting, financial and legal questions with appropriate advisers.Frequently asked questions
Are statutory accounts enough for a sale?
They provide a foundation, but the buyer may need detailed schedules, a reconciliation to management reporting and seasonal explanations. The scope depends on the transaction.
Does EBITDA show how much the owner will receive?
No. Cash movements, debt, investment, sale terms and agreed adjustments must also be considered. EBITDA describes a different aspect of financial performance.
Can all one-off costs be removed?
Each adjustment needs evidence and separate disclosure. Recurrence and acceptability must be assessed; labelling a cost “one-off” is not sufficient.
Is a shareholder loan treated as debt?
Disclose it in the register and agree repayment or other treatment. Do not assume the buyer will automatically accept or ignore it.
Can state-guaranteed borrowing be left out?
Public support is not a reason to omit financing from disclosure. Prepare balances and documents and check applicable conditions with the lender.
Is lender consent always required?
It depends on the agreements and sale structure. Review change-of-control, asset-disposal and security provisions before committing to terms with a buyer.
Which date should be used for working capital?
The agreed transaction mechanism determines the date and rules. Seasonal monthly information helps assess the target; the latest balance sheet alone may be insufficient.
Does financial preparation guarantee a higher price?
No. It helps substantiate performance and discuss risks, but the price depends on the asset, buyer and transaction terms.