Wisdom needed for question on networking capital with an asset sale.

June 19, 2025
by a searcher from Purdue University in Chicago, IL, USA
I've submitted an LOI to complete an asset sale with normalized networking capital to be determined during due diligence and included in the deal. The seller has never sold a business so he is leaning on his valuation team. His team is telling the seller and I, that networking capital is never included in an asset sale. They state, if the buyer wants it then the buyer pays the seller for networking capital and inventory.
This is my first acquisition as well. Is the above typical?
The seller did state, they want inventory purchased and to take the AR with them, they would also pay the AP. They would leave me with any un-invoiced orders though.
Much appreciate any shared wisdom.
from Columbia University in Fairfax, VA, USA
from Western Michigan University in Columbus, OH, USA