What reaches your bank when you sell? From the price in the letter to the wire

How does working capital change the check?

It moves the price up or down after closing. Working capital is the money tied up in running the business day to day: what customers owe you, plus inventory, minus the bills you owe. You and the buyer agree on a normal amount the business hands over at closing. That agreed amount is the peg, or the target.

Hand over less than the target and the price goes down by the gap. Hand over more and it goes up. In SRS Acquiom's deals closed 2019 to 2024, more than 90%^[2] of private deals had a price adjustment like this.

In the deals SRS Acquiom tracked from 2020 to the third quarter of 2025, the final number went the buyer's way in 51%. It went the seller's way in 38%^[3]. The median claim for the buyer was 0.27% of deal value. That's small next to the money held back for claims.

The bigger risk is the peg itself, set in the letter of intent. Here's how the working capital peg is set.

What about earnouts and kept shares?

Both are parts of the price that don't arrive on closing day. An earnout is part of the price, paid later only if targets are met. In SRS Acquiom's deals closed in 2025, 29%^[5] of those paying $50,000,000 or less at closing had one. It's paid on results you may no longer control, so count it as possible money, not money in hand. How much of an earnout gets paid.

Rollover equity is part of your price kept as shares in the new company. Those shares are paid when that company is sold again, at whatever it's worth then. A fund buyer often asks for some. How rollover equity works.

What else comes off besides the success fee?

Your attorney's and accountant's bills. Our fee is a success fee set for each business, paid only at closing, with no retainer or upfront fee, in writing before you sign.

Your attorney reads and negotiates the purchase agreement. Your CPA prepares the closing figures and plans the taxes. Some sellers also pay for their own quality of earnings report, an accountant's test of their profit, before going to market. Ask each for a written estimate early, so the closing statement holds no surprises.

What we'd look at first in your letter

With a letter in hand, a dedicated advisor reads it from the bottom up: from the wire back to the price. Four things come first.

1. How the working capital target (the peg) is set, and which months it averages.
2. How much is held back, for how long, and whether the cap on claims equals it.
3. What the earnout is measured on, and who controls the results it depends on.
4. Whether part of the price is a note or shares, and what stands behind each.