Module I· Working Capital & NWCIntermediate
Question

How do you handle NWC in a carve-out — what is different from stand-alone?

Answer

as part of the group, the divested business often had NO AR/AP/inventory systems of its own — everything was consolidated. In a carve-out, NWC has to be re-allocated. Standard issues:

  • Shared-service AR / AP: group treasury holds central receivables / payables that need to be attributed to a division — allocation logic is required.
  • Intercompany items: the carve-out business has receivables / payables against remaining group sister companies — at closing these are converted into 'third-party receivables' with new payment terms (a TSA).
  • Setup inventory: the carve-out needs a new stand-alone warehousing structure, often with build-up costs of 5–15% of the stand-alone inventory.
  • Customer onboarding: customer contracts have to be migrated — a temporary DSO extension of 15–30 days is typical.
Deep diveShow more details

in carve-out pitches, model the 'Day-1 NWC buffer' explicitly — the buyer needs an 8–12 week stand-alone capital buffer (5–10% of annual sales) until steady state is reached. It is negotiated in the SPA as an 'NWC adjustment reserve'.