Working Capital in UK Acquisitions: NWC Peg, Locked-Box, Completion Accounts and LMA Standards
Working capital is the most disputed mechanic in UK SPAs. This guide explains the NWC peg calculation, locked-box vs completion accounts, LMA-aligned drafting standards, deferred revenue treatment in SaaS deals, the role of UK accountancy experts (BDO, RSM, Grant Thornton, Mazars) in disputes, and a worked example of a £25m enterprise value adjustment.
# Working Capital in UK Acquisitions: NWC Peg, Locked-Box, Completion Accounts and LMA Standards Working capital is the single most contested mechanical item in UK acquisition agreements. It is also the most misunderstood by first-time buyers and sellers. Get the working capital mechanic right and you protect the price you negotiated. Get it wrong and several percent of enterprise value can leak between signing and completion, or worse, end up in dispute for months after closing. This guide explains how working capital is structured in UK M&A, the difference between completion accounts and loc…