Working-Capital Adjustment

M&A

Turkish: İşletme Sermayesi Düzeltmesi

Short definition

A working-capital adjustment puts the gap between closing NWC and an agreed target into the price. It stops the seller leaving after destocking and not collecting.

Detailed explanation

The target is a normalised cycle (season, growth). The definition — inventory, receivables, trade payables — with or without provisions and cash — is the fight.

A locked box locks NWC and protects it with a no-leakage rule. Completion accounts measure at close and create a cash surprise.

Why it matters for the CFO

If the target is set low, the buyer refills NWC with own cash after close. That is a hidden price rise.

How it is calculated

Fiyat ± (kapanış NWC − hedef NWC)

Variables in the formula

  • NWC*: target working capital in the contract

How to read it

A single month-end target misleads a seasonal business. An average or a seasonal index is required.

Related calculators

Güven Sayılgan’s writing on this topic

Read these first

What to learn next

  1. Net Debt Adjustment
  2. Purchase Price
  3. Working Capital
  4. Financial Due Diligence (FDD)
  5. Cash Conversion Cycle (CCC)

Definitions are educational. They are not investment, credit or tax advice.