Meaning
A financial adjustment mechanism used after the closing of a transaction to determine the final purchase price of an acquired business based on actual balance sheet figures. This process compares the estimated numbers used at signing with the finalized records compiled as of the closing date. It protects the buyer from paying for assets that do not exist or liabilities that were understated.
Balance Adjustment
Target working capital and net debt levels at the point of ownership transfer are the focus of this calculation. This adjustment results in a post-closing cash payment from one party to the other to square the accounts. It aligns the final economic transfer with the actual state of the business at closing.
Audit Process
The buyer prepares the draft statement within a specified number of days following the completion of the transaction. This draft undergoes a rigorous review by the seller, who has the right to object to specific accounting treatments or valuation methods. If the parties agree on the calculations, the statement becomes binding and the escrow agent releases the corresponding funds.
In cases where they cannot agree, the dispute is referred to an independent accountant whose decision is final.
Disputed Figure
Resolution of differences is limited to the items specifically challenged in the notice of objection. This limitation prevents a complete reopening of the entire financial statement. It ensures a swift resolution of any residual transaction issues.