Exits & Liquidity
Working Capital Adjustment
A post-closing mechanism in M&A that adjusts the purchase price based on the difference between estimated and actual working capital at closing.
A working capital adjustment is a purchase price mechanism that reconciles the estimated working capital balance at signing with the actual working capital balance at closing. If actual working capital exceeds the target, the purchase price increases; if it falls short, the price decreases. This protects the buyer from sellers depleting working capital between signing and closing, and protects sellers from leaving excess working capital behind.
In Practice
The $100M acquisition included a working capital target of $5M. When the post-closing audit revealed actual working capital of $3.5M, the $1.5M shortfall was deducted from the purchase price, resulting in a $98.5M final payment to shareholders — a reduction that caught several employees by surprise.
Why It Matters
Working capital adjustments are one of the most common sources of post-closing disputes in M&A. Understanding how they work helps founders, employees, and investors set accurate expectations about actual proceeds from an acquisition.
VC Beast Take
The devil is in the details of the working capital definition. What counts as working capital, how it's calculated, and what the target should be are all negotiation points that can move millions of dollars. The most common mistake is accepting the acquirer's working capital definition without careful analysis.
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