Working Capital

A mechanism in M&A transactions that adjusts the purchase price based on the difference between actual working capital at closing and a pre-agreed target level. Net working capital adjustments ensure the buyer receives the agreed level of operating liquidity and are a standard feature of enterprise value to equity value bridge calculations.

A target level of net working capital agreed between buyer and seller in an acquisition, used as the basis for post-closing purchase price adjustments. The working capital peg ensures the buyer receives a business with a normalised level of operating liquidity, with adjustments made if actual working capital at closing is above or below the agreed amount.

The amount by which a company's net working capital exceeds the level required to sustain its normal business operations. In M&A transactions, excess working capital increases enterprise value (and therefore equity value) because it represents surplus cash or near-cash resources available to the buyer beyond what is needed to run the business.

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.

An increase in the amount of capital available per worker, which typically raises labour productivity. In modern economies, capital deepening increasingly involves investment in intangible assets such as software, data infrastructure, and organisational systems rather than traditional machinery and equipment.

A short-term financing arrangement designed to fund a company's day-to-day operational needs, bridging the timing gap between paying suppliers and receiving payment from customers. Working capital facilities typically take the form of revolving credit facilities, overdrafts, or invoice finance arrangements, and are secured against current assets such as receivables and inventory.

The total amount of money that limited partners have pledged to invest in a fund over its lifetime. Not all committed capital is drawn down immediately; general partners issue capital calls as investment opportunities arise.

A formal demand made by a private equity or venture capital fund's general partner requiring limited partners to transfer a portion of their committed capital to fund investments, management fees, or fund expenses. Capital calls are issued as investment opportunities arise rather than collecting all committed capital upfront, and the pace of capital calls relative to distributions is a key measure of fund performance.

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, target working capital is often adjusted for — buyer and seller negotiate normalised levels.