Working capital adjustments are often underestimated in mid-market deals, yet they can quietly shift purchase price and result in value leakage. This article covers: ✅ Why working capital matters in M&A ✅ How seasonality and growth distort working capital pegs ✅ Common mistakes buyers make ✅ Practical steps to set the peg right At RSM Hong Kong Advisory, we help businesses and investors manage these complexities; from identifying risks to structuring robust transaction documents, to protect value and achieve smoother deal outcomes. Read more: https://lnkd.in/gVissQY5 #RSMHongKongAdvisory #MergersAndAcquisitions #TransactionAdvisory #WorkingCapital #DealAdvisory
Why working capital matters in M&A deals
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      Working capital adjustments catch many business owners off guard during a sale. Too often, sellers focus only on purchase price and overlook how much capital is expected to stay in the business at closing. It’s one of the most common areas where deals get tense, and one of the easiest to prepare for with the right guidance. This is why I always encourage owners to educate themselves early. A little preparation can protect a lot of value. One of the most common surprises for business owners during a sale is the working capital adjustment. Many assume the purchase price is exactly what they’ll walk away with. In reality, buyers expect a “normal” level of working capital to be left in the business at closing. If the business falls short, it can directly reduce proceeds. At Portage M&A Advisory, we help clients anticipate issues like this so they capture the full value of their hard work. #MergersAndAcquisitions #SuccessionPlanning To view or add a comment, sign in 
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      Day 203/365 Corporate Finance - Control Premium in Valuation: Why Acquirers Pay More Ever wondered why companies pay 30–50% above market price during acquisitions? That extra amount is called the Control Premium — and it can make or break an M&A deal. ⸻ 🔍 What is Control Premium? It’s the additional price paid by an acquirer to gain controlling ownership of a company — usually to influence strategy, management, or capital allocation decisions. ⸻ 💡 Why It Exists 1️⃣ Strategic Synergies — Ability to align the target with acquirer’s long-term goals. 2️⃣ Operational Improvements — Better cost control, efficiency, and management oversight. 3️⃣ Access to Hidden Value — Unlock underutilized assets or growth potential. 4️⃣ Tax & Financing Benefits — Leverage financial synergies or restructure debt. ⸻ ⚖️ How It’s Measured • Typically expressed as a percentage over market capitalization before acquisition announcement. • Example: If Company A trades at ₹100 and gets acquired for ₹130 → Control Premium = 30%. ⸻ 🚨 Key Caution A high control premium isn’t always good. Overpaying leads to “Winner’s Curse” — when the premium destroys rather than creates value. ⸻ #ControlPremium #Valuation #CorporateFinance #MergersAndAcquisitions #FinanceLearning #InvestmentInsights ⸻ To view or add a comment, sign in 
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      Day 191/365 Corporate Finance - Control Premium in Valuation When acquiring a company, buyers often pay more than the market price per share. This extra amount is called the Control Premium. 💡 What it means? The premium represents the value of having control over a company’s strategic, financial, and operational decisions. 🔑 Why Buyers Pay Control Premiums? • 🏗️ Strategic Decisions – Ability to restructure, divest, or expand. • 💰 Cash Flow Usage – Control over dividends, debt, or reinvestments. • 📊 Synergies – Realizing cost savings or revenue growth from integration. • 🏦 Management Influence – Replace underperforming teams or align incentives. 📌 Typical Range: • Usually 20%–40% above market price. • Varies based on industry, size, governance, and takeover defenses. 🔍 Why it matters? • Crucial in M&A negotiations. • Impacts fairness opinions in deals. • Balances against Minority Discounts in valuation. 💬 In short: Control = Power, and in finance, power comes at a premium. ——— #Valuation #CorporateFinance #MergersAndAcquisitions #ControlPremium #FinanceLearning To view or add a comment, sign in 
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      Considering selling a business? One of the key factors influencing a successful exit is having clean financials. Potential buyers, whether private equity firms, competitors, or key employees, will want to see a solid track record of at least 2-3 years. Without clean financials, the purchase price is almost guaranteed to be negotiated down due to the increased risk for the buyer. Ensuring financial transparency and accuracy is crucial for maximizing business value and attracting the right buyers. #businessvaluation #financialplanning #businessexit #mergersandacquisitions #financialstrategy To view or add a comment, sign in 
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      Think excess cash is always a good problem? Think again. Businesses often celebrate bulging bank accounts. It feels safe, secure. But in the real world, too much idle cash is less a comfort, more a ticking clock of missed opportunity, eroding value silently. Many overlook the hidden costs and strategic inertia that comes with simply letting capital sit. It's not just about being liquid; it's about being efficient with every dollar. * Invest in growth: Fund R&D, Capex, or strategic acquisitions. * Optimize capital: Pay down high-interest debt or distribute dividends. * Enhance operations: Upgrade tech, streamline processes for future savings. Cash flow is vital, but strategic cash deployment is the true driver of long-term value. What's the smartest way you've seen a company deploy its excess cash? #CashFlow #FinancialManagement #CorporateFinance #Treasury #AccountingInsights #BusinessStrategy #CFO #CPA #CA #WorkingCapital #FinanceTips #ValueCreation #StrategicFinance #IdleCash #CapitalAllocation To view or add a comment, sign in 
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      Why Now is the Time to Get a Business Valuation We’re seeing some clear signals in the market right now: Strategic acquirers and investment firms are staffing up in-house acquisitions teams. That means they’re preparing to get deals done. Borrowing rates are starting to ease. When capital gets cheaper, buyers get more active. Valuations are shifting north. The same business that looked “steady” last year may be worth more today simply because of where we are in the cycle. For business owners, the implication is simple: ✅ The companies that understand what they’re worth today will be the ones best positioned to capitalize when offers start coming in. A comprehensive valuation doesn’t just put a number on your business—it gives you the confidence to negotiate, prepare, and make informed decisions in a shifting market. If you’ve been waiting for the right moment, this may be it. 📩 DM me if you’d like to discuss how a valuation could help you take advantage of today’s market conditions. To view or add a comment, sign in 
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