Online valuation tools can be useful for initial range-setting, but they rarely survive live buyer underwriting unchanged. This article explains the exact diligence findings and SPA mechanics that cause calculator outputs to diverge from enterprise value, equity value, and cash at close in real middle-market deals.
A founder-focused guide to how buyers convert due-diligence findings into changes to EBITDA, valuation, working capital, deal structure, and seller proceeds.
A seller-focused guide to enterprise value, equity purchase price, purchase consideration, transaction value, closing adjustments, and the difference between headline value and cash at closing.
A practical guide to purchase price adjustments in M&A, including working capital true-ups, net debt, estimated closing statements, caps, collars, escrows, accounting policies, disputes, negotiation, and examples.
Master the EV→Equity bridge: cash-free/debt-free conventions, debt-like items, and the working-capital peg that protects price and net proceeds at closing.
Most price “chips” happen between LOI and close—and working capital is the #1 culprit. Here’s how to set the peg, manage seasonality, and protect your purchase price.