Master Working Capital in Your $10–50M Business Sale

As a Canadian business owner preparing to sell your $10 to $50 million revenue company through a broadly marketed M&A process led by an M&A advisor, you’re likely navigating a complex but exciting transition. One critical concept that will arise during negotiations, particularly in the Letter of Intent (LOI) from a buyer, is working capital—and specifically, the requirement to leave a certain amount of working capital in the business as part of a share sale on a debt-free, cash-free basis. This article explains what working capital is, why it’s a focal point in the LOI, and how it impacts your sale.You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.Let's begin. This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!