| Dissecting the Net Working Capital Adjustment Provision
Program Type: VideoCast (Audio,Video, PPT Presentation)
Program Level: Intermediate
Prerequisites: Previous training or research on subject matter being taught.
Advanced Preparation: None
Delivery Method: Group Internet-Based
CPE Credits: Three (3) Hours
Fields of Study: Accounting
Shipping Weight: 0lbs. 0oz.
We will delve into the nuances and pitfalls of net working capital adjustments in M&A transactions. Net working capital provisions can have a significant impact on the purchase price and warrants the CPA’s attention in the due diligence phase, drafting of M&A agreements, and finalization of the closing balance sheet. We will discuss the use and intended purpose(s) of net working capital adjustment; focus on specific contract language examples; and how that language may be interpreted and applied by sellers, buyers, and neutral accountants.
After completing this webinar, attendees will be able to:
- Recognize the basics of net working capital provisions in M&A purchase/sale agreements
- Identify the importance of paying special attention to these provisions while conducting due diligence
- Determine how contract language may lead to disputes and how such disputes can be mitigated
- Identify the needs of clients, counsel, and the accountants to work together and maximize the benefits of such provisions
Who Should Attend
Frank Dery, CPA, CFE, CFF
Mr. Frank L. Dery specializes in providing litigation support services for both public and private clients. Mr. Dery's litigation case experience focuses on transaction related disputes, including working capital disputes, earn-out disputes, and claims of breaches of representations and warranties. Mr. Dery has represented clients in post-closing negotiations, matters that have gone to arbitration, and Mr. Dery has served as an arbitrator and co-arbitrator in the dispute resolution process. Mr. Dery also routinely advises clients on drafting purchase agreements and other transaction related issues and is a frequent speaker on these topics.
Melanie Fry, Contracts and Closing Mechanisms Team Leader
Ms. Melanie Fry leads the PricewaterhouseCoopers U.S. Contracts and Closing Mechanisms (CCM) practice where she has worked across a broad base of both PE and corporate clients providing buy side and sell side advice on SPAs on a number of U.S. and European cross-border transactions. She spent five years working in the UK SPA team, prior to relocating and establishing the U.S. team in 2013.
Ms. Fry leads a team of six full-time deal specialists, looking at over 200 agreements per year. Working within a dedicated CCM team, she can offer practical, tailored, commercial advice on the accounting aspects of the SPA for the purposes of your SPA negotiations. This advice will include: commentary and advice on the pricing mechanism and any other accounting related clauses of the SPA; advise on your analysis of working capital requirements of the business and in your analysis of potential “cash-like” and “debt-like” items for the purposes of your SPA negotiations.
Her recent clients include: Advent International, Apax, Apollo Global Management, Bain Capital, Bloomberg, BP, Carlyle, CD&R, Centerbridge, CPA Global, CVC, Doughty Hanson, General Electric, GTCR, Greenhill Capital Partners, Honeywell, Investcorp, Johnson & Johnson, Merck, Oaktree Capital, Permira, Perrigo, Rio Tinto, Sun Capital, TDR Capital, TPG, Warburg Pincus, Warner Bros., and Yahoo.