I'm about 2 weeks from close and the seller asked me today about the Net Working Capital calculation. The most recent NWC month-end is 23% higher than the average of the most recent twelve month-ends, so my adjustment is going to be a pretty large payment. The A/R adjustment is forecasted to be 86% of the payment. Other than asking the Seller to retain a portion of the A/R or asking them to retain any AR over 90 days old, which is 62% of the AR adjustment, does anyone have any other ideas on how to minimize my NWC Payment? I've also been tempted to go back and ask the seller to change the average to a 3- or 6-month average, but based on other areas of negotiation, I'm confident he won't agree to the change. FYI, using the 3-month average, the payment would only be 4% of NWC and using the the 6-month average, the payment would be 17%; the T12 Sales are only up 3% YOY.
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