hard · Private Equity & LBOs
A sponsor agrees to acquire a target for an enterprise value of $1,000m on a cash-free, debt-free basis, with a normalized net working capital (NWC) peg of $80m. At closing, the target's balance sheet shows $30m of cash, $250m of total debt and debt-like items, and actual delivered NWC of $95m. The purchase agreement provides a dollar-for-dollar true-up for NWC delivered above or below the peg.
What is the equity purchase price payable to the seller at close?
- $780m, calculated as enterprise value less net debt of $220m, with the NWC delivered at $95m treated as already embedded in the agreed enterprise value
- $795m, calculated as enterprise value less net debt of $220m, plus the $15m of NWC delivered above the $80m peg as a separate true-up
- $765m, calculated as enterprise value less net debt of $220m, less the $15m NWC surplus because excess working capital is a value leakage to the buyer
- $1,235m, calculated as enterprise value plus net debt of $220m, plus the $15m of NWC delivered above the agreed peg
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