Most commonly, the buyer prepares the initial draft of the Closing Statement since the buyer has possession of the books and records of the target business after the closing. Remodeling an acquired building and making repairs necessary for it to be used are also considered part of the cost. The parties may agree to a contractual cap on the post-closing adjustment or utilize a working capital range to only adjust the purchase price for working capital if closing working capital exceeds or falls below target working capital by a specified percentage. For instance, in the previous example, if closing NWC were $1,300,000, the buyer would pay the seller the $300,000 excess as an adjustment to the purchase price to account for this difference. The purchase agreement should (1) describe the process for appointing an independent accountant to resolve disputes, (2) define the scope of the independent accountant’s review, (3) allocate the independent accountant’s fees between the parties, and (4) state that the determination by the independent accountant shall be binding and conclusive on the parties absent manifest error or fraud. In Chicago Bridge, a dispute arose under a textbook post-closing purchase price adjustment provision. To view all formatting for this article (eg, tables, footnotes), please access the original, Letters of intent and term sheets in the context of M&A transactions, Closing and post-closing matters in M&A transactions, Choosing the proper transaction structure: asset vs. stock vs. merger, Preparing your company for sale: due diligence from a seller's perspective, Closing conditions and termination rights in M&A transactions, Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up, Purchase Price Adjustment Disputes: Drafters Beware, $2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting, Earnout trends: balancing buyer and seller interests in “post-closing conduct of the business” covenants, Working capital as a purchase price adjustment tool. In acquisition accounting, purchase price allocation is a practice in which an acquirer allocates the purchase price into the assets and liabilities of the target company acquired in the transaction. This article provides an overview of post-closing purchase price adjustments and offers guidance for buyers and sellers on avoiding and resolving these costly and time-consuming disputes. Another important and sometimes contentious issue is defining the items included and excluded in the adjustment, along with the accounting policies and procedures to be applied in calculating those items. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without prior written permission of the author and publisher. This interim step, which was present in 97% of Surveyed Deals, affects the closing price paid by the buyer, but any such adjustment remains subject to the final post-closing adjustment. Seller will want credit for post-closing collections, especially if those receivables were included in the reserve. Determination of Purchase Price - Adjustments • Standard Post-closing adjustments • Focus is to true-up value of estimated items (e.g. The Mechanics of the Post-Closing Adjustment. Click here to sign up for Ballard Spahr e-communications in a variety of practice areas. Disagreements can arise over how to apply GAAP to certain facts and circumstances. This preserves the underlying assumption in most U.S. M&A deals that the business is operated for the seller’s economic benefit (and at the seller’s risk) until the closing. In other cases, the post-closing purchase price finalization can lead to disputes between the buyer and the seller that can involve substantial amounts and potentially make or break the deal. However, the target may advocate that its accountants are best situated to prepare the Closing Statement due to their familiarity with the financial statements of the target business. M&A Essentials: Understanding Purchase Price – April 11, 2019 by Jim Lisy. The parties should avoid language that simply says items shall be “determined in accordance with GAAP” (generally accepted accounting principles), since GAAP often permits a range of accounting policies to be used. Attaching a sample NWC calculation as a schedule to the purchase agreement can also be very helpful in minimizing disputes. Even when GAAP is the selected standard of calculation for the Net Working Capital Adjustment, the parties must be careful to account for interpretations allowed within GAAP. The next generation search tool for finding the right lawyer for you. Determination of Purchase Price - Adjustments • Standard Post-closing adjustments • Focus is to true-up value of estimated items (e.g. The minimum amount of net working capital, which is usually a specific dollar amount typically referred to as the “target amount,” is a negotiated amount agreed to by the parties that is often based on the historical operation of the target business. Alternatives for the determination of the purchase price in share sale and purchase deals. Post-Closing Purchase Price Adjustment Mechanics—Distinguishing Expert Determinations from Arbitrations August 6, 2018 ... rather than an arbitration, is contemplated. The purpose of this post is to translate the language surrounding purchase accounting into a financial template with instructions that cover the balance sheet adjustments for most control transactions. If all objections are not resolved, most agreements provide for binding private arbitration, usually by a mutually agreed-upon public accounting firm. www.ballardspahr.com (No claim to original U.S. government material.) An important part of closing the accounting books for your business is posting to the General Ledger any corrections or adjustment entries you find as you close the journals. Most post-close disputes arise when broad purchase price adjustment provisions assign working capital a high value without reference to existing accounting policies. It was in the buyer’s best interest to allocate as much of the transaction-related tax deductions to the pre-closing period as possible. The high volume of M&A transactions makes post-closing price adjustment provisions and accounting arbitrations a critical part of doing business. Post-closing acquisition related dispute advisory services Preparation or review of closing ... as the basis for a price adjustment is driven by the wording of the sale and purchase agreement. Price subject to post-closing adjustment based on balance-sheet In some jurisdictions such as the US, locked-box mechanisms are rare and post-completion price adjustments are more common. Both the buyer and seller should specify precisely the standard of accounting that will be used in determining the actual amount of net working capital as of the closing. Selling a business is a complex endeavor. Finally, post-closing adjustments to the purchase price are increases or reductions to the purchase price to account for changes in the company’s financial condition between signing and closing. Questions? Mergers and acquisitions (M&A) occur when businesses combine to achieve corporate objectives. Usually 30 to 90 days after closing, Buyer presents an actual balance sheet as of the closing date to Seller. This type of posting consists of a simple entry that summarizes any changes you found. Post-closing purchase price adjustments can vary greatly from transaction to transaction. Another adjustment mechanism that has broad approval is the parties' agreement to have the target produce a preliminary estimate on closing. Copyright © 2012 by Ballard Spahr LLP. For example, in a two-way adjustment that is dollar-for-dollar, if the parties have agreed on a target amount of $1 million and, as of the closing date, it is determined that the actual net working capital is $800,000, the seller would be required to pay the buyer $200,000. With respect to the post-closing period, however, the Merger Agreement required the buyer to pay to the seller a flat 40% of the tax benefits, regardless of whether they generated a refund. Because the balance sheet or other financial statements of the target company or business as of the closing date generally cannot be finalized by the closing, the purchase price will usually be adjusted a certain number of days after the closing (typically 60 to 90 days). It should not be construed as legal advice or legal opinion on any specific facts or circumstances. Disagreements can arise over how to apply GAAP to certain facts and circumstances. 1. Suppose you find that a customer purchase was recorded directly in […] Post-closing adjustment is adjustmet to purchase price of a company (stake) in order to reflect changes that could happen between deal discussion and actual closing of the deal. – Incentivize Seller to support business post-closing • Benefits for Seller – Leverage post-closing synergies and opportunities to increase ultimate purchase price – Defer taxes – but beware of employment-related contingencies • Same accounting ground rules for purchase price adjustments apply to earn outs 7 The Purchase Price is subject to adjustment (such adjustment not to result in a duplicate accounting or calculation of any Acquired Asset, Retained Asset, Assumed Liability or Retained Liability, respectively, in whole or in part) to be determined as follows: Sample 1 Sample 2 Disagreements over post-closing purchase price adjustments are common in private M&A transactions. Sometimes the parties simply start with average monthly NWC for the last 12 months or some other relevant period. PRE-CLOSING ADJUSTMENT . Yet, the field is opaque to non-practitioners and important issues can be easily misunderstood without specific knowledge and experience. Post-closing purchase price adjustments can vary greatly from transaction to transaction. The cash portion of the purchase price is generally paid by the buyer to the seller at the closing via a wire transfer of immediately available funds to one or more bank accounts specified by the seller. Abstract- The price paid for a business is usually adjusted after the closing date.Unfortunately, these post-closing purchase price adjustments tend to be quite expensive and unexpected by … Copyright © 2012 by Ballard Spahr LLP. The purchase agreement should be as specific as possible regarding the accounts or financial line items that will be used to calculate net working capital. The arbitrating accountant’s decision on the disputed items and the amount of the adjustment normally is final and binding. This article will focus on the most widely used form of a post-closing price adjustment, the working capital adjustment (“WCA”), and how the parties to the transaction can avoid common disputes. Post-closing purchase price adjustments are sometimes based on income, expense, asset and liability items in addition to, or instead of, the standard NWC components, such as net assets. A team approach to negotiating these provisions is critical – the parties’ internal personnel and their respective counsel, accountants and financial advisers should all be involved. • To achieve a purchase price adjustment from the price mentioned in the letter of intent to the price set forth in the purchase agreement it becomes necessary to do a pre- signing balance sheet comparing the balance sheet that was available prior to the date that the letter of intent was signed and the balance sheet at signing the purchase agreement. If the actual net working capital at closing was $1 million, neither party would be required to make a payment as the actual amount of net working capital equals the target amount. The Purchase Price shall be adjusted as provided herein based on the actual amount of the Stockholders' Equity of the Company, as determined in accordance with GAAP (but without giving effect to any adjustment that is required by GAAP solely in respect of the Liberate Licenses), as of December 31, 2001 (the CLOSING STOCKHOLDERS' EQUITY"). This interim step, which was present in 97% of Surveyed Deals, affects the closing price paid by the buyer, but any such adjustment remains subject to the final post-closing adjustment. Setting the right NWC adjustment target is important for buyers and sellers, but reaching agreement on the target can be difficult. These provisions—which include earn-out clauses, working capital adjustments, and debt/net debt true-ups—require an adjustment to the purchase price paid at closing, based on calculations relative to pre-closing targets, standards, or formulas. In many instances the post-closing purchase price adjustment process is completed smoothly and collaboratively. The calculation of the actual net working capital as of the closing should be consistent with the methodology used in setting the target amount so that any comparison to the target amount is not distorted and is on an “apples to apples” basis. What is the Purchase Accounting Adjustment? Typically, the fees of the arbitrating accountant are allocated in proportion to the amount of the disputed adjustment that is resolved for and against each party. Such a promissory note is typically secured by certain assets of the buyer (including the assets of the target business) and/or guaranteed by one or more affiliates of the buyer. The seller wants an “apples to apples” comparison of closing NWC and does not want the buyer to get a more favorable adjustment by changing the accounting rules. The designated accounting firm’s authority should be limited only to the items in dispute and to resolving the disputed items within the range of values claimed by the parties. Another adjustment mechanism that has broad approval is the parties’ agreement to have the target produce a preliminary estimate on closing. Understand your clients’ strategies and the most pressing issues they are facing. In some transactions a portion of the purchase price is escrowed to secure payment of any adjustment due from the seller. For example, if the target NWC is $1,000,000 but actual working capital at closing is just $700,000, the seller would pay or credit the buyer an additional $300,000 in adjusted purchase price. To arrive at a final purchase price, that provision begins by stating a nominal purchase price of $57.384 million, which then is adjusted primarily through the so-called “Closing Adjustment” .… The NWC calculation should exclude assets and liabilities that are not being transferred in the sale or that will have no economic value post-closing (certain tax items, for example). Ct. May 26, 2007)), where the merger agreement had a post-closing adjustment for working capital, with an arbitrator to resolve disputes. Most (but not all) adjustments are “two-way” and adjust in the seller’s favor if actual NWC exceeds the NWC target. In an acquisition, a company purchases another company’s assets Types of Assets Common types of assets include current, non-current, physical, intangible, operating, and non-operating. Become your target audience’s go-to resource for today’s hottest topics. The cost of buildings includes the purchase price and all closing costs associated with the acquisition of the buildings, including payments by the purchaser for back taxes owed. After the buyer delivers its calculation of the adjustment, the seller and its accountants normally have a specified time period to review the buyer’s calculation, request and review supporting records and make written objections to the buyer’s calculation. It is customary that disputes related to Net Working Capital Adjustments be resolved by an independent accountant rather than a court, since these disputes relate to the proper interpretation of GAAP and its application to financial information. Payment of the adjustment amount is due once the adjustment amount is agreed upon or is finally determined by the arbitrating accountant. Merger agreements typically include post-closing purchase price adjustment provisions. However, this may not yield a true picture of the current working capital needs for the company’s normal operations. The buyer typically wants to be sure it gets an agreed- upon minimum level of operating capital in exchange for the purchase price to avoid having to increase its investment to fund post-closing working capital needs. It should not be construed as legal advice or legal opinion on any specific facts or circumstances. Earn-outs and milestone payments will be the subject of a separate article in a subsequent edition of this publication. Here's how both sides to a business acquisition can protect the value of their deal against pre-closing working capital fluctuations. Post-closing purchase price adjustments are sometimes based on income, expense, asset and liability items in addition to, or instead of, the standard NWC components, such as net assets. If you would like to learn how Lexology can drive your content marketing strategy forward, please email [email protected]. An important part of closing the accounting books for your business is posting to the General Ledger any corrections or adjustment entries you find as you close the journals. Introducing PRO ComplianceThe essential resource for in-house professionals. Some adjustments reward the seller with additional payments contingent on future performance of … The definition of working capital is current assets less current liabilities. Because purchase price adjustments are the most common category of post-closing escrow claims (and such claims are typically uncapped and often material), the legal and financial aspects of these provisions both in letters of intent and acquisition agreements deserve careful attention. Please contact [email protected]. ARTICLE II . This alert is a periodic publication of Ballard Spahr LLP and is intended to notify recipients of new developments in the law. Private target M&A agreements often provide for one or more post-closing purchase-price adjustment mechanisms, which may have a material effect on the value of the transaction to a buyer and seller. A purchase price allocation (PPA) categorizes the purchase price into the various assets and liabilities acquired. The mechanisms for the determination of the purchase price are a key issue to be addressed in the negotiation of share sale and purchase agreements (SPA).The mechanism traditionally used is a post-closing purchase price adjustment, where, after completion, the company’s financial statements at closing … However, if the actual amount of net working capital at closing exceeds the target amount, the buyer will have effectively underpaid for the target business as the seller transferred more net working capital than contemplated by the parties. 2. The closing day balance sheet often involves some guesswork, and the actual balances may not be available until a few weeks go by. The two most common standards for calculating a Net Working Capital Adjustment are generally accepted accounting principles (GAAP) or GAAP applied consistently with historical financial statements of the target business. Preventing expensive surprises with post-closing adjustments. In an M&A transaction, the purchase price is the consideration that the seller receives from the buyer in connection with the purchase and sale of the target business. The purchase agreement also should clearly state that a party may not recover for a matter both through the purchase price adjustment and the indemnification provisions in the purchase agreement (i.e., no “double dipping”). It is important for the seller to ensure that the adjustment items are calculated consistent with the seller’s past accounting practices for those items. Earnings or cash- flow adjustments are especially appealing in transactions in which the purchase price was based on a multiple of earnings or cash flow. Purchase price allocation is an important step in accounting reporting after the completion of … post-closing adjustments based on some earnings or cash-flow measure, for a period through the closing date, are also used. Keep a step ahead of your key competitors and benchmark against them. Most post-close disputes arise when broad purchase price adjustment provisions assign working capital a high value without reference to existing accounting policies. At issue was a real property asset with a value of $5.6m that had been treated as a current asset at the time of the negotiation of the target amount, due to the fact that the facility was up for sale. Working capital purchase price adjustments are a part of most M&A merger agreements. Inattention to these details and mistakes can lead to expensive post-closing disputes and substantial economic loss. Finally, since most (but not all) NWC adjustment formulas require payment to the seller if closing NWC exceeds the target, the NWC adjustment protects the seller from unusually positive NWC fluctuations that would otherwise give the buyer a windfall in the form of excess working capital. This alert is a periodic publication of Ballard Spahr LLP and is intended to notify recipients of new developments in the law. "Lexology is a high quality service; the articles are very relevant and always useful", © Copyright 2006 - 2020 Law Business Research. 2. If the seller does not send written objections by a specified date, the buyer’s calculation becomes final. Make the closing estimate as accurate as possible to avoid big adjustment swings in the post-closing process. Post-closing purchase price adjustments are almost universally present in definitive agreements for the sale of privately held businesses. How Does the Purchase Price Reconcile with Shareholder Equity? Negotiating the Post-Closing Adjustment Provisions. For example, post-closing purchase price adjustments may be based on the target business’s net working capital, net worth, net assets, or another financial measure agreed to by the parties. by Birdzell, Luther E., III. Post Closing Purchase Price Adjustments. Purchase Price Adjustments in Acquisition Agreements. In other cases, the post-closing purchase price finalization can lead to disputes between the buyer and the seller that can involve substantial amounts and potentially make or break the deal. – Incentivize Seller to support business post-closing • Benefits for Seller – Leverage post-closing synergies and opportunities to increase ultimate purchase price – Defer taxes – but beware of employment-related contingencies • Same accounting ground rules for purchase price adjustments apply to … Vary greatly from transaction to transaction procedures, along with sample calculations all objections not. 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