Can anyone share any insight into why there is such regular confusion in the M&A and Broker community related to "Cash Free, Debt Free" acquisitions and whether they include any allocation for working capital?
It is tempting for me to try to pin it on SMB arena and asset purchases vs. private equity and stock purchases, but in my experience it isn't that simple. I keep running to people at all levels that play it both ways. One of the truly confusing things about it is that most people have only ever done it one way or the other and are shocked/defensive that it is even a point of question.
Maybe I'm the only one...
"Cash Free, Debt Free" vs. Working Capital Allocation
by a searcher from Brigham Young University
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But there are many exceptions or different definitions of these terms, including the word cash (e.g. cash-in-transit.) When you're talking to sellers, you can completely avoid using these terms and simply say what they mean - we intend to buy the company's assets including normal course a/r and inventory but excluding cash, and we will assume certain liabilities including normal course a/p and accrued expenses but excluding funded debt obligations, for $xxM. At least this is a clear starting point for discussions.