Working Capital

The weighted average cost of capital, representing the blended rate of return a company must earn on its assets to satisfy both debt holders and equity investors. WACC is used as the discount rate in DCF valuations and as a hurdle rate for investment decisions.

Uncommitted or undeployed capital that a fund or investor has available to invest. High levels of dry powder in the market can increase competition for deals and drive up valuations, while individual fund dry powder indicates remaining investment capacity.

The cash a company generates from operations after deducting capital expenditures. FCF represents the cash available to pay dividends, reduce debt, or reinvest in the business, and is a key input in discounted cash flow valuations.

Historical financial information is the past-period financial record a company includes in a prospectus or an AIM admission document when it seeks admission to a public market. It normally covers the last three financial years, or the period since incorporation if that is shorter, and it is either audited or reported on, so that investors can rely on the track record behind the offer.

An investor in a private equity or venture capital fund who contributes capital but does not participate in day-to-day investment management. LPs include pension funds, endowments, family offices, sovereign wealth funds, and high-net-worth individuals.

The agreed level of working capital that the target business should have at the completion of an M&A transaction, established during negotiations and used as a benchmark for purchase price adjustments under a completion accounts mechanism. The target is typically set at the average net working capital over a 12-month trailing period, normalised for seasonality and non-recurring items.

Normalised EBITDA (often used interchangeably with adjusted EBITDA, though adjusted EBITDA usually means a company's own measure of what it excludes) is a company's earnings before interest, tax, depreciation and amortisation, restated to show the sustainable earning power a buyer would inherit. The reported figure is adjusted to remove one-off items, owner-specific costs and non-market arrangements — an owner's salary above or below the market rate, personal expenses run through the business, exceptional legal costs, or the effect of a related-party contract — and to add back or strip out anything that will not recur under new ownership.

A reporting accountant is the independent accounting firm a company appoints to report on its financial information and financial procedures during an IPO. The role is distinct from the statutory audit.

What special considerations apply to B2B ecommerce and wholesale businesses?

B2B ecommerce differs from B2C: sales cycles are longer, deals are larger, inventory management is critical, and wholesalers expect payment terms and volume discounts.

What is working capital and why does it matter in M&A?

Working capital is current assets minus current liabilities; in M&A, buyer and seller agree a normalised target, and under completion accounts the price rises if working capital at completion is above it and falls if it is below.

What discount rates are appropriate for valuing intangible assets?

Intangible asset discount rates typically exceed the company's WACC, reflecting higher risk — technology assets commonly use WACC + 1-3%, customer relationships WACC + 1-2%, and brands near WACC.