Corporate
Mastering NWC Mechanisms
“Really great and engaging course. I would recommend to anyone interested in learning more about the topic. I enjoyed hearing about the instructor’s and participant’s real-world examples and discussion points.”- NWC Course Participant
Delivery:4 hours
Experience Level: Emerging M&A Pros | Mid-Career M&A Pros | M&A Leaders
What I Will Learn
- Understand NWC and its impact on deal economics from an intuitive, visceral standpoint.
- Determine how NWC impacts valuation and purchase price via its impact on free cash flow and as a purchase price adjustment mechanism.
- Learn to negotiate NWC terms from the perspectives of both buyer and seller to achieve optimal deal outcomes.
- Gain insights into the negotiation process, adjustments, & motivations of transaction parties.
- Comprehend the relationship between accounting, financial, and legal considerations in shaping NWC mechanisms.
- Discern how NWC and the NWC target is impacted by factors, such as the cash conversion cycle, negative NWC businesses, revenue growth & decline, seasonality, and more.
About the Course
Equip your deal team with the knowledge to effectively analyze, negotiate, and document net working capital mechanisms to preserve or gain incremental deal economics. Participants learn how the accounting, financial, and legal considerations relate to effectuate a beneficial outcome.
Course Curriculum
- Net Working Capital Defined
- NWC and the Cash Conversion Cycle
- Ways Businesses Finance NWC Needs
- How NWC Needs Vary Across Industries & Businesses
- NWC Optimization
- Fluctuations In NWC as Sources & Uses of Cash
- The Multiple Ways NWC Can Impact Purchase Price
- NWC’s Impact on Free Cash Flow (“FCF”)
- NWC as a Purchase Price Adjustment Mechanism
- How to Think About “Normal” Levels of NWC in a Business
- NWC and NWC Targets in Seasonal Businesses
- Analogy: How to Think About NWC as Gas in the Car
- How NWC Targets Get Negotiated in M&A Transactions
- Buyer vs. Seller Perspectives and Motivations
- Three Junctures When NWC Typically Gets Calculated During a Sale Process
- Impact of NWC Target on “Same Price” Offers
- How NWC Targets Are Usually Calculated
- Considerations for NWC Targets Expressed as a Discrete Value vs. as a Formula
- Select Best Practice Tips for Buyers and Sellers
- Managing NWC Tighter Post Close as a Valuation Creation Strategy
- Exercise: Adjustments to NWC
- Determining Adjustments to NWC: Review Common Categories Checklist
- Cash-free, Debt-Free Considerations
- Income Tax Asset & Liability Adjustments
- Sub-Account Detail & Trial Balance Level Analysis
- Management Fee Adjustments
- One-Time, Non-Recurring Items Adjustments
- Accounting Considerations as Possible NWC Adjustments
- Special Considerations: Seasonality
- Special Considerations: Negative NWC Businesses
- Special Considerations: Impact of Significant Revenue Growth or Decline on NWC
- Special Considerations: Project Based Businesses and NWC
- Comparing Adjusted vs. Unadjusted NWC—Building Intuition
- Guiding Question to Determine Inclusion or Exclusion of an Account from NWC Analysis
- NWC Negotiating Tricks & Other Practical Considerations
- One-Way vs. Two-Way Tests
- Collars and Caps
- Locked Box Mechanisms as an Alternative to NWC Mechanisms
- Where NWC is Commonly Addressed in a Purchase Agreement
- Purchase & Sale Consideration / Purchase Price Section
- Definitions of NWC and Current Assets and Current Liabilities
- Examples of Common Language Found in Purchase Agreements
- Reps & Warranties of the Seller
- Indemnification / Remedies
- Potential Breaches of Reps That Also Impact the NWC Mechanism
- Best Practices to Address—Buyer & Seller Perspectives
- Use of Separate Specific NWC Escrow
- Disclosure Schedules & Exhibits
- Three Junctures During the Process Where NWC Is Commonly Calculated
- Information Asymmetries (Seller Pre-close, Buyer Post-close)
- Notice Periods, Disputes, & Dispute Resolutions Procedures
- Best Practices Using Sample Purchase Agreement
- Decision Framework for Deciding to Include or Exclude an Item in the Final Definition of NWC
- Common Dispute Resolution Procedures
- Common Time Frames
- Use of Independent Accounting Firm(s)
- Who Commonly Bears the Expense of Mediating NWC Disputes
- Payment Considerations
- Best Practices
M&A Professions
- Financial Due Diligence
- Investment Banking
- Leveraged Lending
- Private Equity
It starts with a conversation
Benefits Obtained :
- Mastering NWC negotiations
- Understand the reasons for adjustments
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