Series 79 Exam · 11 min read 2026 Blueprint Verified

Series 79 Valuation Guide: EV/EBITDA, P/E, DCF, WACC & Accretion/Dilution Math

Rob Pfleghardt

10-year Price Waterhouse alumnus · Founder of VoraPrep · Former CPA (1987–2024) · with the VoraPrep Editorial Team

Series 79 Valuation Guide: EV/EBITDA, P/E, DCF, WACC & Accretion/Dilution Math

Key Takeaways

  • The exam tests your ability to select the right valuation tool for a specific scenario, such as using EV/Revenue for a pre-profitability startup.
  • Understanding the control premium is essential for explaining why precedent transaction multiples are typically higher than public trading comps.
  • Accretion/dilution math requires precision in calculating all pro forma adjustments, especially the after-tax cost of new debt financing.
  • WACC calculations on the exam often trap candidates who use book value instead of market value for capital structure weights.
  • Distinguishing between Enterprise Value (capital structure-neutral) and Equity Value is the foundation for correctly applying all valuation multiples.

The single biggest mistake Series 79 candidates make in valuation is treating it like a math final. They drill formulas for DCF and WACC, but the exam isn't designed to test your calculator skills. It's designed to test your judgment under pressure, and the costliest errors come from applying the right formula to the wrong situation.

Quick answer

To pass Series 79 valuation questions, you must apply the correct methodology based on context. This means mastering Discounted Cash Flow (DCF), Comparable Company Analysis (Comps), Precedent Transactions, and Accretion/Dilution analysis. Focus on the why behind each method, not just the calculation.

Key facts

  • Official Body: FINRA (Financial Industry Regulatory Authority)
  • Exam Structure: 75 scored multiple-choice questions
  • Official Functions: Function 1 (15 questions), Function 2 (30 questions), Function 3 (20 questions), and Function 4 (10 questions)
  • Passing Score: A score of 70% or higher is required to pass
  • Study Hours: Most candidates dedicate 70-100 hours to effective study
  • Exam Duration: 2 hours and 30 minutes

Why is Judgment the Most Tested Skill in Series 79 Valuation?

The Series 79 exam is designed to find out if you can think like a junior investment banker, not an accountant. While the math must be correct, the real points are won or lost on judgment. You will face questions where multiple valuation methods seem plausible, but only one is optimal given the facts.

The examiner wants to see if you know when a DCF is more reliable than Comps, or why an EV/EBITDA multiple is superior to P/E for comparing companies with different capital structures. Memorizing formulas is just the price of admission. The real test is applying them with discretion. Try VoraPrep's free Series 79 practice questions to see how these judgment calls are tested.

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The Foundation: Enterprise Value vs. Equity Value

Before you can value a company, you must know exactly what you are valuing. This is the critical distinction between Enterprise Value and Equity Value.

Enterprise Value (EV) represents the value of a company's core business operations to all capital providers: equity holders, debt holders, and preferred stockholders. It is capital structure-neutral. Think of it as the theoretical takeover price. Equity Value (EQV), also known as market capitalization for public companies, represents the value available only to common shareholders. It is the value of the business after accounting for debt and other non-equity claims.

> 🧮 Formula: > Enterprise Value = Equity Value + Total Debt + Preferred Stock + Minority Interest - Cash & Cash Equivalents > > The bridge flows both ways. You can solve for Equity Value by rearranging the formula. Understanding this relationship is not optional; it's fundamental to every valuation question you will face.

How are Core Valuation Methodologies Tested?

The Series 79 exam focuses on the four primary valuation techniques. You need to know the mechanics of each and, more importantly, the strategic context for their use.

1. Discounted Cash Flow (DCF) Analysis

DCF analysis provides an intrinsic valuation by estimating a company's worth based on its future cash generation potential.

A proper DCF requires four steps:

  1. Project Unlevered Free Cash Flow (UFCF): Forecast the company's cash flows before the impact of debt financing.
  2. Calculate Terminal Value (TV): Estimate the company's value beyond the initial projection period, using either a perpetuity growth or exit multiple method.
  3. Determine the Discount Rate: Use the Weighted Average Cost of Capital (WACC) to discount UFCF.
  4. Discount and Sum: Calculate the present value of the projected cash flows and the terminal value to arrive at the Enterprise Value.

> 🧮 Formula: Unlevered Free Cash Flow (UFCF) > The exam requires precision. The specific formula tested is for UFCF, also known as Free Cash Flow to the Firm (FCFF). > UFCF = EBIT * (1 - Tax Rate) + D&A - Capital Expenditures - Δ in Net Working Capital

2. Weighted Average Cost of Capital (WACC)

WACC is the blended cost of a company's financing from all sources and is the correct discount rate for UFCF.

> 🧮 Formula: > WACC = (Cost of Equity * % Equity) + (Cost of Debt * % Debt * (1 - Tax Rate)) > > * Cost of Equity (Ke): Calculated using CAPM: Risk-Free Rate + (Beta * Market Risk Premium) > Cost of Debt (Kd): This is the company's pre-tax* cost of debt. The formula correctly applies the tax shield to this component.

> ⚠️ Exam trap: The most common WACC error is using the book value of debt and equity instead of their market values to determine the capital structure weights (% Equity, % Debt). The exam will often provide both, baiting you into using the wrong one. Always use market values.

> 💡 Worked example: Calculating WACC > InnovateTech Inc. has the following: > * Market Value of Equity: $500 million > * Market Value of Debt: $200 million > * Cost of Equity (Ke): 12% > * Pre-Tax Cost of Debt (Kd): 6% > * Corporate Tax Rate: 25% > > Step 1: Calculate total market value of capital. > Total Capital = $500M + $200M = $700M > > Step 2: Determine market value weights. > % Equity = $500M / $700M = 71.43% > % Debt = $200M / $700M = 28.57% > > Step 3: Calculate the after-tax cost of debt. > After-Tax Cost of Debt = Kd (1 - Tax Rate) = 6% (1 - 0.25) = 4.5% > > Step 4: Apply the WACC formula. > WACC = (12% 71.43%) + (4.5% 28.57%) > WACC = 8.57% + 1.29% = 9.86% > > This 9.86% is the rate you would use to discount InnovateTech's future Unlevered Free Cash Flows.

3. Comparable Company Analysis (Comps)

Comps provide a relative valuation by comparing the target company to similar publicly traded companies. The core of this analysis is applying valuation multiples.

A key distinction tested is LTM (Last Twelve Months) vs. Forward multiples. LTM multiples use historical data, while forward multiples use projected earnings or EBITDA. The choice depends on the stability of the industry and the availability of reliable forecasts.

Common multiples include:

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  • EV/EBITDA: The workhorse multiple. Capital structure-neutral, making it ideal for comparing companies with different debt levels.
  • P/E (Price/Earnings): An equity-based multiple. Only useful for profitable companies and can be distorted by leverage.
  • EV/Revenue: Used for high-growth or pre-profitability companies where revenue is the most stable metric.

4. Precedent Transaction Analysis

This method values a company by analyzing the multiples paid for similar companies in recent M&A deals. It almost always results in the highest valuation range.

The reason is the Control Premium.

> ✅ Tip: A control premium is the amount an acquirer pays above the target's standalone market value to gain a controlling interest. This premium reflects the value of being able to direct the company's strategy, cash flows, and assets, as well as the potential for synergies. The Series 79 exam expects you to know that this premium is embedded in precedent transaction multiples but not in public trading comps.

5. Leveraged Buyout (LBO) Analysis

An LBO analysis determines what a financial sponsor (like a private equity firm) could pay for a company while still achieving its required Internal Rate of Return (IRR), typically 20-30%. Because it's based on debt capacity and a target return, an LBO analysis often establishes a valuation floor for the company. It answers the question: "What is the maximum price a PE firm could pay?" not "What is the company truly worth?"

How Do You Calculate Accretion and Dilution in an M&A Deal?

This analysis determines the impact of an acquisition on the acquirer's Earnings Per Share (EPS). A deal is accretive if pro forma EPS is higher than standalone EPS and dilutive if it's lower.

> 💡 Worked example: Accretion/Dilution Calculation > Acquirer (Alpha Corp.) > * Net Income: $100 million > * Shares Outstanding: 50 million > * Standalone EPS: $2.00 > > Target (Beta Inc.) > * Net Income: $20 million > > Transaction Details > * Alpha acquires Beta for $200 million, financed 50% with cash and 50% with new equity. > * New Debt: $100 million at a 5% interest rate. > * New Shares: $100 million issued at Alpha's $50 share price = 2 million new shares. > * Cash Used: $100 million (Alpha's cash was earning 2% after-tax). > * Synergies: $5 million (after-tax). > * Tax Rate: 25%. > > Step 1: Calculate Pro Forma Net Income. > * Alpha's Net Income: +$100M > * Beta's Net Income: +$20M > * After-Tax Synergies: +$5M > Foregone Interest on Cash (After-Tax): -$2M ($100M 2%) > After-Tax Interest on New Debt: -$3.75M ($100M 5% * (1 - 0.25)) > > Pro Forma Net Income = $100 + $20 + $5 - $2 - $3.75 = $119.25 million > > Step 2: Calculate Pro Forma Shares Outstanding. > * Alpha's Shares: 50 million > * New Shares Issued: +2 million > > Pro Forma Shares = 52 million > > Step 3: Calculate Pro Forma EPS. > Pro Forma EPS = $119.25M / 52M = $2.29 > > Step 4: Compare. > Since the Pro Forma EPS of $2.29 is greater than the Standalone EPS of $2.00, the deal is accretive.

Mastering Valuation with a Better Study System

Simply reading about valuation isn't enough. To pass the Series 79, you need to actively practice these concepts until the judgment calls become second nature. This is where a complete, interactive study system makes all the difference compared to passive video lectures.

VoraPrep's platform is built around this principle. Our adaptive question bank, with over 1,400 questions, forces you to apply concepts in realistic scenarios. Every question includes a detailed rationale explaining not just the right answer, but why the distractors are wrong—training your examiner mindset. When a calculation trips you up, you can ask Vory, your 24/7 personal tutor, for a step-by-step walkthrough. This active learning loop, guided by a personalized study plan, is the most efficient path to mastering Series 79 valuation.

Valuation Methodologies at a Glance

MethodologyBest Use CaseKey DriversSeries 79 Exam Focus
DCFMature companies with stable cash flowsUFCF projections, WACC, Terminal ValueCalculating UFCF and WACC components; understanding the impact of assumptions.
CompsPublicly traded companiesMarket multiples (EV/EBITDA, P/E), peer selectionSelecting peers, choosing the right multiple, LTM vs. Forward multiples.
Precedent Trans.M&A context, valuing controlMultiples from past deals, control premiumUnderstanding the control premium; explaining why this yields the highest valuation.
LBOFinancial sponsor acquisitionsDebt capacity, equity IRR, exit multipleCalculating sponsor returns; recognizing LBO as a "floor" valuation.
Accretion/DilutionAny M&A dealPro forma Net Income, new shares, synergiesPrecisely calculating all pro forma EPS adjustments, especially financing costs.

Frequently asked questions

What is the most important Series 79 valuation formula for EV/EBITDA? The core formula is Enterprise Value / EBITDA. You must know how to calculate EV (Equity Value + Net Debt + other claims) and EBITDA from financial statements to correctly apply this multiple in a Comparable Company Analysis. How is Discounted Cash Flow (DCF) tested on the Series 79 exam? DCF questions test your ability to calculate its core components: Unlevered Free Cash Flow (UFCF), Terminal Value, and the Weighted Average Cost of Capital (WACC). The exam focuses on your understanding of how these inputs combine to produce an intrinsic Enterprise Value. What is the difference between accretion and dilution in M&A? Accretion means an acquisition increases the acquirer's Earnings Per Share (EPS), while dilution means it decreases EPS. The test requires you to calculate pro forma EPS by correctly adjusting for the target's income, synergies, and after-tax financing costs. How many hours should I study for the Series 79 exam in 2026? Successful candidates typically dedicate 70-100 hours of focused study. This should include reviewing concepts, working through a large volume of practice questions, and taking full-length mock exams to build stamina and identify weak areas.
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Series 79 Section 2: Financial Analysis and Valuation (M&A Accretion/Dilution)

In a merger and acquisition (M&A) accretion/dilution analysis, an all-stock acquisition is immediately accretive to the acquirer's pro forma earnings per share (EPS) when, assuming no synergies:

Official resources and references

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About the Author: Rob Pfleghardt

Rob Pfleghardt is the founder of VoraPrep, a comprehensive exam prep platform for the CPA, CMA, EA, CIA, CISA, and CFP exams. A Virginia Tech graduate in Accounting and Finance, Rob began his career at Price Waterhouse, spending a decade in audit and IT consulting. After holding a CPA license for 37 years (1987–2024) and successfully scaling his own enterprise IT consultancy serving the Department of Defense, Rob launched VoraPrep. He now leverages his deep systems architecture background to build the adaptive training technology and curriculum that helps candidates pass their certification exams efficiently.

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