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Navigating the Working Capital Target in a Transaction


Working Capital, Seacap Advisors, Mergers & Acquisitions

Working capital represents the funds necessary to keep a business operational, covering day-to-day expenses such as inventory, accounts receivable, and accounts payable – traditionally defined

as current assets minus current liabilities. During the sale of a business, the Working Capital Target (WCT) is a key component that requires careful consideration and much negotiation. It sets the baseline for the business’ operational needs at the time of sale and ensures a smooth transition of ownership. Below are a few considerations when negotiating a WCT and why it is so important.


The Challenge of Determining a Working Capital Target

Establishing a WCT provides a benchmark for evaluating a company's financial health during a sale. It helps align the buyer and seller's expectations and provides a clear understanding of the working capital required to maintain business operations smoothly. A well-defined target mitigates potential risks and ensures a fair transaction for both parties. Several factors play heavily into the challenges with negotiating the WCT:


Fluctuating Nature: Working capital needs can fluctuate due to seasonal changes, economic conditions, or industry-specific factors. Predicting the exact amount required at the time of sale can be challenging and requires thorough analysis.


Historical Averages vs. Future Needs: Sellers may emphasize historical working capital levels, while buyers tend to focus on future requirements. Striking a balance that satisfies both parties is crucial.


Complexity of Assets and Liabilities: Assessing the working capital target is more intricate when dealing with a business with diverse assets, complex liabilities, or long-term contracts. No two companies are identical, and neither is the makeup of their working capital.


Effective Methods for Establishing a Working Capital Target

Several factors influence the determination of a WCT, including industry benchmarks, seasonality, growth prospects, and historical performance. Analyzing these factors helps the buyer and seller anticipate the company's future working capital needs and devise appropriate strategies for a successful transition. Other items to note:


Cash Conversion Cycle: Analyzing the cash conversion cycle (CCC) helps to gauge the time it takes for cash to flow through the business, offering insights into the efficiency of working capital management.


Collaboration: Both parties should engage in transparent communication and consider seeking advice from financial experts experienced in business transactions.


Negotiating the Working Capital Target

Negotiating the WCT involves open dialogue and an understanding of the business' specific needs and risks. Rather than viewing negotiations as adversarial, consider adopting a collaborative approach that ensures both parties' interests are met.

The Working Capital Target in the sale of a business is a multifaceted component that requires careful analysis and negotiation. By understanding the complexities and employing effective methods, both buyers and sellers can reach an agreement that supports a successful business transition.


At Seacap, we help business owners, and their advisors, successfully navigate mergers and acquisitions, business & healthcare valuations, and a variety of other strategic situations to maximize value when the owner is ready for the next phase of the business’ lifecycle.


Please reach out when you are ready to have a confidential conversation.


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