Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Working Capital False Peg That Cost a Seller 30 Million
In Episode 157 of The Acquisition Talk, Lucas and Luna dissect a deal where a standard working capital peg turned into a $30 million dispute. They walk through how a seller's seasonal inventory bloat, a vague definition of 'normal course', and a missed true-up adjustment triggered a post-closing clawback that erased most of the earnout. Using a real-world manufacturing case from early 2026, they explain the math behind the peg, the trap of historical averages, and the negotiation tactics that could have protected the seller. With practical tips on setting the peg, defining…
The skinny
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