Service 03 · Working Capital & Completion Support
Close with a clear
view of the numbers
Working capital and completion mechanics are often where the detail matters most — and where the language can become technical quickly. We provide clear, independent analysis so you understand the position before completion, and can engage with the mechanics on solid ground.
What This Delivers
Clarity on the numbers that determine the final price
In most transactions, the headline price is not the final price. Completion adjustments — for working capital, net debt, and similar items — can shift the consideration by a meaningful amount in either direction. Understanding those mechanics clearly, and having independent analysis of the numbers behind them, is a practical and often underestimated part of completing a transaction well.
We provide that analysis: a careful review of the working capital position, an explanation of how the completion mechanics work, and support in understanding what the numbers show at the point of closing. The negotiation and decision-making stay firmly with you and your advisers — our role is to make sure the financial picture is clear.
That clarity tends to be most useful in the final weeks before completion, when the pace of the transaction picks up and the detail becomes most consequential.
Working capital analysis
Current position reviewed against the agreed target and historical norms
Completion accounts support
Assistance in reviewing or preparing completion accounts within agreed scope
Mechanics explained plainly
Locked-box, completion accounts, and true-up provisions set out clearly
Independent position
Analysis that is not influenced by the transaction outcome or either party's preference
The Challenge
Completion mechanics can move the price significantly
Working capital targets are negotiated, not objective
The working capital target in a sale and purchase agreement is a negotiated number — and the methodology for calculating it has a real effect on the final consideration. Parties sometimes don't fully appreciate this until the completion accounts are being reviewed, by which point the terms have already been set. Understanding the position clearly before signing gives you a meaningful advantage.
Completion accounts disputes are more common than expected
Even when both parties act in good faith, the preparation of completion accounts can produce disagreements — over classification, treatment, or consistency with accounting policies. Having a clear independent view of the numbers before they become disputed makes the resolution process considerably more straightforward.
The pace of completion leaves little room for careful review
As a transaction approaches signing and closing, the pace typically accelerates. Legal, tax, and commercial workstreams all converge, and the financial detail can be crowded out. Having accounting support focused specifically on the working capital and completion mechanics keeps that thread visible through the final stages.
Our Approach
Transparent work, plain explanations, your decisions
Working capital analysis starts with understanding the business's normal operating cycle — what levels of receivables, inventory, and payables are typical for this business and this sector. From there, we assess the current position against that baseline and against the target agreed in the transaction documents.
On completion mechanics, we explain how the structure works — whether that's a completion accounts mechanism, a locked-box arrangement, or a combination — in plain terms, and identify the areas where the calculation methodology will have the most material effect.
We don't take a position on what the outcome should be. Our role is to make sure the numbers are understood clearly by the people who need to rely on them — and that nothing is obscured by accounting language that serves one side's interest more than the other's.
01
Working capital normalisation
Review of the historical working capital position to establish a normal range, with analysis of any seasonal or structural factors that affect the appropriate target level.
02
Completion mechanics review
An explanation of the completion mechanism in the transaction documents — how the price adjustment works, what the key definitions mean, and where the calculation is most sensitive to assumptions.
03
Completion accounts support
Assistance in reviewing a completion accounts statement — whether prepared by the seller or in preparation by the buyer — with comments on classification, consistency, and compliance with the agreed accounting policies.
04
Plain summary for decision-makers
A written summary of the working capital position and completion mechanics in straightforward language — suitable for use by board members, investors, or lenders who need to understand the numbers without working through the technical detail themselves.
Working Together
Focused support during the final stages of a transaction
This service is often engaged close to signing or completion, when the working capital position is becoming material to the final price. We structure the engagement to move at the pace the transaction requires.
Step 1
Initial discussion
We talk through where the transaction stands, what documentation is available, and what you specifically need help understanding or reviewing.
Step 2
Written scope and fee
Scope and fee (USD 4,200) confirmed in writing. For time-sensitive situations, we can turn this around quickly so the engagement begins without delay.
Step 3
Review and analysis
We work through the working capital data and transaction documents, raising questions as needed and keeping the workstream moving in line with the transaction timetable.
Step 4
Output and handover
Analysis delivered in a clear format, with a call to walk through findings. We remain available for follow-up as the completion process continues.
Investment
A fixed, transparent fee
Working capital and completion support is delivered at a fixed price. Scope is defined clearly at the outset so both sides understand exactly what is and isn't included.
Fixed Fee
USD 4,200
Agreed in writing prior to commencement
The fee is fixed against the agreed scope. Any extension of work — for example, to cover a completion accounts dispute process — is scoped and priced separately, with your agreement.
What's Included
- Historical working capital analysis to establish normal range
- Current position review against target and historical benchmark
- Completion mechanism explanation in plain terms
- Review of completion accounts or draft statement within scope
- Classification and consistency commentary
- Written summary and debrief call included
Our Method
How the analysis is conducted
Working capital analysis at Mergevue starts from an understanding of what is normal for this business — not what is claimed. We read the historical management accounts and balance sheets across multiple periods to establish what the business's typical working capital position looks like, and where seasonal or structural factors affect that picture.
On completion accounts, we focus on the areas where the accounting treatment has the most material effect — receivables ageing and recoverability, inventory obsolescence provisions, accrued liabilities, and deferred revenue are common sources of difference between buyer and seller interpretations.
The work is typically delivered within five to ten business days of receiving the relevant data, subject to what's agreed in the scope. For situations where the timetable is particularly compressed, we'll be direct about what's achievable and at what level of depth.
Timeline: 5 – 10 business days from data receipt
Subject to the scope and data completeness confirmed at outset. For time-sensitive completions, timelines are discussed upfront and we're direct about what's achievable.
Focus: Material items, not exhaustive classification
Completion accounts work is most useful when it focuses on the items that actually move the number. We concentrate effort where the financial effect is greatest and note lower-materiality items separately.
Deliverable: Clear, usable output for the final stages
The working capital analysis and completion mechanics summary are formatted for direct use in the closing process — by you, your legal advisers, and any lenders or investors who need to understand the position.
Our Commitment
What you can rely on from this engagement
Fixed fee with no silent additions
The USD 4,200 fee is fixed against the agreed scope. If something outside the scope warrants attention, we flag it and you decide how to proceed — we don't add work without your instruction.
The negotiation stays with you
We provide analysis and explanation — not a position on what the outcome should be. The commercial decisions, negotiations, and agreements are entirely yours and your advisers' to make.
Direct about what's achievable in your timetable
If a timetable doesn't allow for the depth of analysis that would be ideal, we'll say so clearly rather than producing work that overstates its own reliability. That honesty is part of the service.
Getting Started
Straightforward to engage, even close to completion
This service is often engaged at short notice, when a transaction is in its final weeks and the working capital position is becoming consequential. We're used to working in that environment and can turn around a scope and proposal quickly once we understand what you need.
The starting point is a brief conversation — by phone or message — about where the transaction stands and what specific questions you need addressed. From there, scope and fee are confirmed in writing, and work begins promptly.
Explore Other Services
Service 01
Financial Due Diligence
A careful, evidence-led review of a target's full financial position before you proceed.
USD 5,000 – 25,000 · quoted on scope
Service 02
Quality of Earnings Analysis
A measured analysis of earnings sustainability and what the numbers truly represent.
USD 6,500
Working Capital & Completion Support
Approach completion with a clear view of the numbers
If you have a transaction approaching completion and want independent, plain-terms analysis of the working capital position and completion mechanics, we'd be glad to talk through how we can help.
Start a ConversationNo obligation — just an honest exchange about your situation