The M&A Working Capital True Up That Cost a Seller $3 Million

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · Jul 20, 2026 · 7m · transcript

In this episode of The Acquisition Talk, Lucas and Luna dissect a common but costly M&A trap: the working capital true-up. They walk through a real-world case where a seller lost $3 million because they misunderstood how the target working capital peg was calculated. The hosts explain why sellers often assume they'll get paid for every dollar of receivables, only to discover that post-close adjustments capture only the change from a negotiated baseline. They cover the difference between a fixed peg and a trailing twelve-month average peg, how buyers structure these clauses to shift risk…