§ 04How NWC flows into a deal

In a take-private or strategic acquisition, the NWC peg is one of the most negotiated mechanics. Three structures dominate; each prices Klaviyo's -$109M position differently.

Mechanic 1 · Locked-box

Buyer accepts the balance sheet at a fixed historical date. Seller-friendly if signing at Q1 (peak deferred rev). Locked-box at Mar 31 captures the full -$109M as permanent benefit to the buyer.

Mechanic 2 · Completion accounts

NWC trued-up at close. Most common. Buyer pays for actual NWC at close vs target peg. If target is TTM average (-$78M) and close lands at -$95M, buyer pays seller $17M.

Mechanic 3 · NWC excluded

Rare in SaaS. Deal priced on enterprise value with NWC entirely outside the bridge — equivalent to assuming target NWC = 0. For Klaviyo, equivalent to handing the seller +$109M.