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The Seller’s Playbook

Rule 27 of 34 · Part 4, The Deal Terms

Negotiate the methodology, not just the number.

Chapter 27: Working Capital

How much cash do I actually walk away with?

What sellers often miss

Many owners focus on whether the working capital target seems high or low without fully understanding how it was calculated. Buyers often spend more time evaluating the methodology because they know the methodology ultimately drives the financial result. A reasonable number based on a flawed methodology can still create an unreasonable outcome.

The takeaway

Do not wait until the end of the transaction to understand working capital. Engage your advisors early, review historical trends, consider seasonality, identify unusual items, and make sure both parties clearly understand the methodology being applied. The smoother the methodology discussion, the smoother the closing process is likely to be.

Figure from the book · Chapter 27
Figure from Working Capital. A peg set even modestly high moves real cash, on the same deal.
A peg set even modestly high moves real cash, on the same deal.

Illustrative, not your deal. Where the book uses dollar figures, they are there to show how something works, not to describe your business. Your banker, your accountant, and your attorney will put real numbers to your own situation. Full note.

Terms this chapter uses

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