Post-Closing Adjustment

Post-Closing Adjustment refers to the revisions made to the purchase price of a business after the transaction has been finalized. This concept is particularly relevant in mergers and acquisitions (M&A) and is commonly used in transactions involving small and medium-sized businesses (SMBs). These adjustments are typically based on the fact that the final financial state of the company may differ from what was estimated at the time of the deal.

To break down the concept further, let's look at the components and reasons for post-closing adjustments:

• Working Capital Adjustments: This is the most common form of post-closing adjustment. It ensures that the business has the agreed-upon level of working capital necessary to continue operations after the sale.
• Debt and Cash Adjustments: Adjustments may be made to account for the company's actual debt and cash positions, which could differ from the estimates used when the deal was struck.
• Earn-outs: These are contingent payments that depend on the future performance of the business. If the business achieves certain financial goals post-closure, the seller may receive additional compensation.
• Indemnification Claims: If undisclosed liabilities surface after the closing, the buyer may be entitled to compensation from the seller.
• Purchase Price Allocation Adjustments: After the close, there may be adjustments based on how the purchase price is allocated among the assets for tax and accounting purposes.

The process of post-closing adjustment typically involves a few steps:

• Initial Estimate: Before closing, an initial estimate of the adjustment is often included in the sale agreement.
• Closing Date Financials: On the closing date, the financials are recorded to reflect the actual state of the company at that moment.
• Adjustment Period: There is usually a set period after closing during which the necessary financial data is collected and reviewed to determine the exact adjustment.
• Final Adjustment: The final adjustment is calculated, and the purchase price is revised accordingly. If the adjustment is in favor of the buyer, the seller may owe the buyer money, and vice versa.

The actual mechanics of post-closing adjustments can be complex, involving detailed calculations and often negotiations between buyer and seller. Legal agreements drafted at the time of sale dictate the specific terms, timelines, and processes for these adjustments.

While both Post-Closing Adjustment and Earn-out are mechanisms used in the context of M&A transactions, they serve different purposes and operate under different conditions.

Post-Closing Adjustments are primarily concerned with ensuring that the financial statements at the time of closing accurately reflect the business's condition as it was promised during the sale. They are often based on objective, measurable financial data such as working capital levels, cash, and debt.

Earn-outs, on the other hand, are future payments that the seller may receive based on the performance of the business after the sale. They are used to bridge gaps between the seller's and buyer's valuation of the future potential of the business. Earn-outs are contingent on achieving specific financial targets or milestones and are often used when there is uncertainty about the future performance of the company.

Here are some key differences:

• Timing: Post-closing adjustments are typically finalized shortly after the closing date, while earn-outs may extend over several months or years.
• Purpose: Post-closing adjustments ensure the accuracy of the agreed-upon transaction terms. Earn-outs are incentives for the seller to ensure the business performs well post-acquisition.
• Basis of Calculation: Post-closing adjustments are calculated based on the actual state of the balance sheet items at closing. Earn-outs are based on future performance metrics like revenue or EBITDA targets.
• Certainty: Post-closing adjustments are expected and are part of the final settlement. Earn-outs are uncertain and depend on future events.
• Negotiation and Complexity: Both can be complex to negotiate; however, earn-outs typically involve more complexity due to their dependence on future events and the need to define performance metrics clearly.

Post-Closing Adjustment is a critical component in M&A transactions for several reasons. Here's a list highlighting its importance:

1. Accuracy of Transaction Value: It ensures that the final purchase price accurately reflects the financial state of the business at the time of sale.
2. Risk Mitigation: Adjustments can protect both the buyer and seller from unforeseen changes in the business's financials between the signing and closing of the deal.
3. Fairness: By allowing for adjustments after closing, both parties can proceed with the transaction with the confidence that any discrepancies will be rectified.
4. Flexibility: Post-closing adjustments provide flexibility in dealing with uncertainties that are inherent in the valuation of a business.
5. Incentivization: For the seller, ensuring that the business is in good financial health at the time of sale can result in a higher final sale price.
6. Dispute Resolution: Clearly defined post-closing adjustment mechanisms can reduce the potential for disputes between buyer and seller after the transaction is completed.
7. Cash Flow Management: For the buyer, adjustments can aid in cash flow management by ensuring that the working capital is maintained at a level necessary for the operation of the business.
8. Deal Closure: Having a mechanism for post-closing adjustments can facilitate the closing of deals that might otherwise stall due to concerns over valuation and the state of the financials.
9. Alignment of Interests: It aligns the interests of the buyer and seller towards maintaining the value of the business until the transaction is fully completed.
10. Regulatory Compliance: Adjustments may be necessary to comply with accounting standards and tax regulations that affect the allocation of the purchase price among the assets acquired.

Imagine you're buying a used car. You agree on a price based on the car's condition, but you also agree to adjust the price after you've had a chance to drive it for a week, just in case you discover issues that weren't apparent at first. This is similar to a Post-Closing Adjustment in the business world.

When a company is sold, the final price might change even after the deal is done. This is to make sure the price matches the company's true financial health at the time of the sale. If the company has more debts or less money in the bank than expected, the price might be lowered. If it's doing better than expected, the price might go up.

Think of it as a fair way to make sure both the buyer and the seller get what they agreed on, even if some of the company's numbers change at the last minute. It's like a safety net that makes sure everyone walks away happy and that the deal is based on the most accurate and up-to-date information.

• Malysa, E. (2020, November 11). Post-Closing Adjustments | Deal Law Wire. Deal Law Wire.
• Sancak, Z. A., & Jafarova, S. (2022, February 11). Earn-Out: Price adjustment method in share purchase agreements. Lexology.