Working Capital is Short Term Assets less Short Term Liabilities (and Debt). Buyers want to keep your working capital. We do our best to avoid this and negotiate that the seller retain all or most of it. If net working capital is negotiated, we establish a figure based on what the company needs to float business for a short time. Post close, this working capital number may be higher or lower than initially calculated. Seller will keep the excess over the amount or pay the buyer for any shortfalls. This “True Up” usually happens 90 days after deal is funded.