DealLawyers.com Blog

SRS Acquiom recently published its 2026 M&A Working Capital Purchase Price Adjustment Study. The study analyzes more than 1,570 private-target acquisitions with an aggregate deal value of approximately $385 billion that closed from 2020 through Q3 of 2025 and that had a finalized purchase price adjustment.  Here are some of the highlights:

– 92% of all deals during the survey period had purchase price adjustment provisions

– 57% deals had an initial buyer-favorable PPA claim, while the buyer proposed a seller-favorable adjustment in 34% of deals

– 22% of adjustment claims with initial buyer-favorable adjustments were disputed, compared to only 6% of initial seller-favorable adjustments

– 51% of final adjustments were in the buyer’s favor, compared to 38% in the seller’s favor

– The average buyer-favorable final adjustments soaked up 77% of the PPA escrow, while the median buyer-favorable adjustment grabbed 38% of the escrow.

– Buyer-favorable final adjustment represented 0.76% of the transaction value and 0.27% of the median transaction value of the deals completed during the survey period. Seller-favorable adjustments represented 0.68% of the average transaction value and 0.17% of the median transaction value.

The study also addresses drafting considerations relating to various PPA provisions, including contractual deadlines, information rights, dispute resolution, and accounting methodology.

– John Jenkins