Debt capacity remains beyond what the superficial Net Debt/EBITDA ratio suggests.
First and foremost, our borrowing covenants do not impose a uniform restriction which is “Net Debt/EBITDA = 3.0x.” We believe that temporarily exceeding the 3.0x threshold to execute high-quality M&A opportunities is well within an acceptable range, given the subsequent cash-generating capacity it would provide.
Furthermore, at the time of an M&A execution, while the “numerator (Net Debt)” increases, the EBITDA of the target company is added to the “denominator (EBITDA).” Consequently, the structure ensures that the Net Debt/EBITDA ratio does not increase as significantly as it might appear on the surface.
Let us provide a detailed explanation below.
- M&A simulation (until reaching a 3.0x leverage ratio)
The mechanical calculation for the case where Net Debt/EBITDA reaches 3.0x is as follows:
[The case where Net Debt/EBITDA reaches 3.0x]
※Assuming full debt financing and zero growth for the target company.
| EV/EBITDA | Increase in Net Debt | Consolidated EBITDA after the acquisition |
| An M&A at 5.0x | ¥105.0 billion (+¥25.1 billion) | ¥35.0 billion |
| An M&A at 7.0x | ¥97.5 billion (+¥17.6 billion) | ¥32.5 billion |
As shown, in the case of a reasonably priced M&A deal with an EV/EBITDA of 5.0x, even an additional investment of approximately 25.0 billion yen would still keep the Net Debt/EBITDA within the 3.0x range.
We have been in an aggressive investment phase and have maintained a negative free cash flow (FCF) until now; however, following a change in our capital allocation policy, we will now begin the full-scale reduction of interest-bearing debt (deleveraging) through operating cash flow.
If no new borrowing is undertaken, the “numerator (Net Debt)” will decrease through cash generation from existing businesses, meaning the Net Debt/EBITDA buffer will automatically expand over time.
Furthermore, stock-deal M&A is a means of pursuing M&A while preserving debt capacity. During the period of share price decline between December 2025 and March 2026, we acquired treasury stock at a low cost to be used as consideration for future M&A.