Glossary of funeral home M&A and deathcare terms
One-line definitions of the terms that come up when a funeral home, crematory, or cemetery changes hands. Terms marked Deep dive link to a full page explaining how the term is calculated, verified, and negotiated.
A
- Add-back
- An expense added back to reported profit when recasting earnings because a buyer will not incur it, such as the owner's personal vehicle, family payroll above market, or a one-time legal bill.
- Adjusted EBITDA
- EBITDA restated for one-time, non-operating, and owner-specific items, with a market-rate manager salary deducted; the earnings measure consolidators and private equity buyers use for larger or multi-location firms. Deep dive
- Aftercare
- Support offered to families after the funeral, such as grief resources, remembrance events, and follow-up contact, which also builds loyalty and preneed leads.
- Air permit
- An environmental permit, usually from the state air-quality agency, that authorizes a crematory to operate its cremation units and sets emission and recordkeeping conditions; varies by state.
- Alkaline hydrolysis
- A disposition using water, heat, and alkali to reduce a body to bone fragments, sometimes called water cremation; legal only in some states.
- Apprentice or intern
- A person training under a licensed funeral director or embalmer for a required period before full licensure; titles, hours, and supervision rules vary by state.
- Arrangement conference
- The meeting in which a funeral director and the family choose services and merchandise, review prices, gather death certificate information, and sign authorizations and the itemized statement.
- Asset purchase agreement (APA)
- The binding contract for a sale in which the buyer acquires selected assets and assumes only listed liabilities, leaving the seller's entity and its other obligations behind. Deep dive
- Assignment of policy
- Transfer of a life insurance policy's benefits, or its ownership, to a funeral home to fund a preneed contract; it must be re-assigned or honored when the business is sold.
- At-need
- Arrangements made after a death has occurred, as opposed to preneed arrangements made in advance; at-need calls are priced at the GPL in effect when the family arranges.
- Average revenue per call
- Total funeral service and merchandise revenue, excluding cash advance items, divided by the number of calls in the same period; best analyzed separately by disposition type. Deep dive
B
- Basic services fee
- The non-declinable charge on the GPL covering the funeral director's and staff's basic services and overhead, such as planning, permits, and coordinating with cemeteries or crematories.
- Burial vault
- A sealed outer burial container, often concrete lined with plastic or metal, that encloses the casket; usually priced above a basic grave liner.
- Burial-transit permit
- A permit, issued by the local registrar or health authority, authorizing burial, cremation, or transport of a body; names and rules vary by state.
- Business broker
- An intermediary who prepares a business for sale, values it, markets it confidentially to buyers, and manages negotiation through closing, usually paid a success fee.
C
- Call
- One death the funeral home is engaged to serve, counted once regardless of how many services or products are involved; the basic unit of funeral home volume.
- Call volume
- The number of deaths a funeral home serves in a year, typically tracked by location and disposition type; the core measure of a firm's size and market position. Deep dive
- Call-volume earnout
- An earnout that pays the seller additional purchase price only if the funeral home reaches agreed call-volume targets after closing, usually measured each year for a set number of years. Deep dive
- CANA
- The Cremation Association of North America, a trade association for cremation providers that publishes cremation statistics and offers crematory operator certification.
- Case
- Another word for a call, often used in accounting and software to mean one decedent's file, including all services, merchandise, and cash advances.
- Cash advance items
- Goods or services the funeral home buys from third parties on the family's behalf, such as death certificates, obituaries, clergy honoraria, or flowers; usually excluded from revenue per call.
- Casket
- A container in which a body is placed for viewing and burial or cremation, typically sold by the funeral home as merchandise; families may buy one elsewhere.
- Casket handling fee
- A charge for accepting a casket bought from a third party; the FTC Funeral Rule prohibits funeral homes from charging it or refusing such caskets.
- Casket price list
- The list of caskets with prices that the FTC Funeral Rule requires a funeral home to offer before discussing or showing caskets, unless the GPL already includes them.
- Cemetery inventory
- The graves, crypts, niches, and developed or undeveloped land a cemetery still has available to sell, a key measure of its remaining life and value.
- Cemetery preneed
- Advance sales of interment rights, merchandise, and services by a cemetery, governed by state trusting and delivery rules that often differ from funeral preneed rules.
- Change of ownership
- A transfer of control of a licensed funeral establishment or crematory, which usually requires notice to or approval from the state board and may require new licenses; varies by state.
- Closing statement
- The document, sometimes called a funds flow, that shows every dollar at closing: price, adjustments, debt payoffs, escrows, fees, and the net wire to the seller.
- Cluster
- A group of funeral homes, and often a crematory or cemetery, under one owner in a market, sharing staff, vehicles, and facilities.
- Columbarium
- A structure or wall containing niches for cremated remains, located indoors or outdoors in a cemetery, church, or funeral home.
- Combination operation
- A business that operates a funeral home and a cemetery together, usually on the same or adjoining property, sharing staff, sales, and families. Deep dive
- Confidential information memorandum (CIM)
- A detailed marketing document given to buyers after they sign an NDA, covering history, call volume, financials, preneed, staff, facilities, and the seller's goals.
- Consolidator
- A company that grows by acquiring many funeral homes, crematories, and cemeteries, often keeping local names and staff while centralizing purchasing, finance, and preneed. Deep dive
- Constructive delivery
- An arrangement, allowed in some states, in which preneed merchandise is treated as delivered, such as by transferring title and storing it, so its funds need not be trusted.
- Consulting agreement
- A paid agreement for the seller to advise the buyer after closing, often on families, staff, and community relationships, for a defined term and number of hours.
- Cremation authorization
- The signed form in which the legally authorized next of kin or agent permits a cremation; who may sign and what it must contain varies by state.
- Cremation rate
- The share of deaths in an area, during a year, that result in cremation, tracked nationally and by state by NFDA and CANA. Deep dive
- Cremation waiting period
- The minimum time that must pass after death, or after required approvals, before a cremation may take place; the length varies by state.
- Cremation with services
- A cremation accompanied by a visitation, funeral, or memorial service, sometimes with a rental casket, generating more revenue per call than direct cremation.
- Crematory
- A facility containing one or more cremation units where human remains are cremated; it may stand alone or operate inside a funeral home or cemetery.
- Crematory license and permits
- The state license to operate a crematory plus the air, zoning, and operating permits that go with it; requirements and transferability on a sale vary by state. Deep dive
D
- Data room
- A secure online folder system where the seller posts indexed diligence documents, such as financials, call reports, preneed records, licenses, and leases, with access controls for each buyer.
- Death certificate
- The official record of a death, completed by the funeral director and certified by a physician or medical examiner, and needed for permits, insurance, and estate matters.
- Death rate
- The number of deaths per 1,000 people in a population in a year; combined with population and age data, it estimates deaths in a funeral home's market area.
- Debt service coverage ratio (DSCR)
- Cash flow available to pay debt divided by annual principal and interest payments; lenders set a minimum ratio, and a funeral home's normalized earnings must clear it.
- Deferred maintenance
- Repairs and replacements an owner has postponed, such as roofs, HVAC, parking lots, or retort relining, which buyers estimate and often deduct from price.
- Depreciation recapture
- Tax on the part of a sale gain that reflects depreciation already deducted on vehicles, equipment, or buildings, often taxed at higher rates than long-term capital gain.
- Direct burial
- Burial shortly after death without embalming, viewing, or a formal funeral, often with a simple casket and a graveside committal.
- Direct cremation
- Cremation without embalming, viewing, or ceremony arranged through the funeral home; the FTC Funeral Rule requires its price to be listed on the GPL. Deep dive
- Direct-cremation provider
- A business that focuses on low-cost cremation without ceremony, often arranged online or by phone, with a lean staff and a crematory or trade partner.
- Disposition
- The final handling of a body, such as burial, entombment, cremation, alkaline hydrolysis, natural organic reduction, or donation to science.
- Disposition mix
- The share of a funeral home's calls in each category, such as traditional burial, cremation with services, and direct cremation, which strongly shapes revenue per call.
- Due diligence
- The buyer's investigation of the business before closing, covering financials, call data, preneed funding, licenses, compliance, facilities, environmental history, staff, and contracts.
E
- Earnout
- Part of the purchase price paid after closing only if the business hits agreed targets, such as calls, revenue, or earnings, over a set period.
- Embalmer license
- The individual license required to embalm human remains, combined with the funeral director license in some states and issued separately in others.
- Embalming
- The process of disinfecting and temporarily preserving a body with chemicals, performed by a licensed embalmer; the FTC Funeral Rule requires permission and disclosures before charging for it.
- Enterprise goodwill
- Goodwill that belongs to the business itself, such as the firm name, location, staff, and systems, and that would stay with the funeral home if the owner left.
- Enterprise value
- The value of the operating business as a whole, before subtracting debt or adding cash; the headline price buyers usually quote in a letter of intent.
- Equity injection
- The cash a buyer must contribute toward the purchase from their own funds; SBA rules set a minimum for change-of-ownership loans, and some seller financing can count toward it.
- Equity value
- What the owner actually receives for the business: enterprise value minus debt and debt-like items, plus excess cash, adjusted for working capital against the agreed peg.
- Escrow
- Funds held by a neutral third party under a written agreement until conditions are met, often used for indemnity claims, preneed shortfalls, or working capital true-ups.
- Exclusivity
- A period, usually set in the LOI, during which the seller agrees not to negotiate with other buyers while the chosen buyer completes diligence and drafts the purchase agreement.
F
- Financial buyer
- A buyer, such as a private equity fund or investor group, who values a business mainly on its own cash flow, return, and potential future sale.
- First call
- The initial notification that a death has occurred and the family wants the funeral home's help, which triggers the removal and starts the case.
- First-call vehicle
- A van or minivan, often called a removal vehicle, used to transport the deceased from the place of death to the funeral home or crematory.
- FTC Funeral Rule
- The Federal Trade Commission rule requiring funeral providers to give itemized price information, disclose key facts, and let consumers choose only the goods and services they want. Deep dive
- Funeral director in charge
- The licensed funeral director designated as responsible for an establishment's operations and compliance with state law; most states require one for each licensed location. Deep dive
- Funeral director license
- The individual license required to arrange and direct funerals, usually requiring mortuary education, an apprenticeship, and a national or state exam; requirements vary by state.
- Funeral establishment license
- The state license required for a location to operate as a funeral home; it attaches to a specific premises and owner, and a change of ownership usually triggers new filings. Deep dive
- Funeral home non-compete
- A covenant in which the seller agrees not to own, work for, or solicit families for a competing funeral business within a defined area and period; enforceability varies by state. Deep dive
- Funeral home ownership rules
- State rules on who may own a funeral establishment, such as requiring a licensed director in the ownership or management; they vary by state.
- Funeral receivables
- Amounts families owe the funeral home after services, sometimes awaiting insurance proceeds; buyers test their age and collectability and often exclude them from the sale.
- Funeral Rule Offender Program (FROP)
- An FTC program, run with NFDA, that lets funeral homes found violating the Funeral Rule make a voluntary payment and complete compliance training instead of facing possible FTC action.
- Funeral service
- A ceremony held with the body present, typically in a chapel or place of worship, before burial or cremation.
G
- General Price List (GPL)
- The itemized price list the FTC Funeral Rule requires funeral homes to give anyone who asks in person about arrangements, showing the price of each good and service offered. Deep dive
- Goodwill
- The part of a purchase price above the fair value of identifiable tangible and intangible assets, reflecting reputation, community relationships, call history, and expected future earnings.
- Graveside service
- A ceremony held at the cemetery at the grave before interment, either on its own or following a funeral elsewhere.
- Green burial
- Burial without embalming, in a biodegradable casket or shroud and usually without a vault, in a cemetery or section that allows it.
- Guaranteed price contract
- A preneed contract in which the funeral home agrees to deliver the selected goods and services at death for the amount funded, even if prices have risen. Deep dive
H
- Hearse (funeral coach)
- A vehicle designed to carry the casketed body to a service and the cemetery; a significant fleet asset that buyers inspect and value.
- Holdback
- A portion of the purchase price the buyer keeps back at closing to cover possible indemnity claims or adjustments, released to the seller later if no claims arise.
I
- ICCFA
- The International Cemetery, Cremation and Funeral Association, a trade association representing cemeteries, funeral homes, crematories, and suppliers.
- Immediate burial
- The FTC Funeral Rule term for burial without viewing or visitation and without embalming; funeral homes must list its price on the GPL.
- Indemnification
- A contractual promise to compensate the other party for losses caused by breached representations or listed risks, often limited by caps, baskets, and time periods.
- Independent funeral home
- A funeral home owned by a family or individual rather than a consolidator or investor-backed platform; most U.S. funeral homes are independently owned.
- Individual trust
- A preneed trust account set up for one contract or purchaser, often at a local bank, rather than pooled with other contracts in a master trust.
- Installment sale
- A sale in which the seller receives at least one payment after the tax year of closing, which can let the seller spread recognition of gain over the years payments arrive.
- Insurance-funded preneed
- Preneed contracts funded by a life insurance policy or annuity whose death benefit is assigned to pay the funeral home when the insured dies. Deep dive
- Interment rights
- The right to be buried or placed in a specific grave, crypt, or niche; cemeteries usually sell this right rather than the land itself.
- Irrevocable preneed
- A preneed contract that cannot be cancelled for a refund, often used to qualify for Medicaid, though it can usually still be transferred to another provider. Deep dive
- IRS Form 8594
- The Asset Acquisition Statement that buyer and seller each file with the IRS after an asset sale, reporting how the purchase price was allocated across the required asset classes.
K
- Key-person risk
- The risk that calls and revenue depend on one person, usually the owner or a long-serving director, and will decline if that person leaves after the sale.
L
- Lawn crypt
- A pre-installed underground concrete chamber, often in double-depth rows, that holds caskets and lets a cemetery develop land more densely.
- Legacy terms
- Non-price commitments a selling family wants from a buyer, such as keeping the family name, retaining staff, family roles, and community commitments. Deep dive
- Letter of intent (LOI)
- A mostly non-binding document that sets out the proposed price, structure, key terms, and timeline before diligence, usually with binding exclusivity and confidentiality provisions. Deep dive
M
- Master trust
- A pooled preneed trust, often sponsored by a state funeral association, that holds deposits from many funeral homes while tracking each contract's share.
- Mausoleum
- A building with crypts for above-ground entombment of casketed remains, either a large community structure or a private family building.
- Medicaid irrevocable funeral trust
- An irrevocable preneed arrangement that sets aside funds for a funeral so they are not counted as assets for Medicaid eligibility; allowed amounts vary by state.
- Medical examiner or coroner
- The official who investigates sudden, violent, or unexplained deaths and often must approve a cremation; whether a county uses a medical examiner or coroner varies by state.
- Memorial service
- A ceremony held without the body present, often after cremation or burial, sometimes with the cremated remains or a photograph displayed.
- Merchandise margin
- Merchandise revenue, such as caskets, vaults, and urns, minus the cost of those goods, shown as a percentage; a key driver of profit per call.
- Merchandise trust
- A trust holding funds from preneed sales of cemetery merchandise and services until they are delivered; trusting rules vary by state.
- Multiple
- The number that earnings, usually SDE or adjusted EBITDA, are multiplied by to estimate business value; it reflects risk, growth, size, buyer type, and what is included in the sale.
N
- Natural organic reduction
- A disposition, sometimes called human composting, that turns a body into soil over several weeks in a controlled vessel; legal only in some states.
- Net proceeds
- The cash a seller keeps after the purchase price is reduced by debt payoff, transaction fees, escrows and holdbacks, preneed adjustments, and estimated taxes.
- NFDA
- The National Funeral Directors Association, the largest U.S. funeral service trade association, which publishes industry statistics, including annual cremation and burial reports.
- Niche
- A compartment in a columbarium that holds one or more urns of cremated remains, sold as an interment right.
- Non-disclosure agreement (NDA)
- A contract in which a prospective buyer agrees to keep information about the business confidential and use it only to evaluate the purchase.
- Non-guaranteed contract
- A preneed contract in which the funds are credited toward the bill at death, but the family pays any difference between the funded amount and current prices.
- Nonprofit cemetery
- A cemetery owned by an association, church, or municipality rather than a company, which usually cannot be sold like a for-profit business; rules vary by state.
- Normalization
- Adjusting historical financial statements to show what the business would earn under typical ownership, by removing unusual items, owner perks, and non-market rents or wages.
O
- Opening and closing
- The cemetery's charge for preparing a grave, crypt, or niche for interment and closing it afterward, often one of a cemetery's main service revenues.
- OSHA bloodborne pathogens standard
- The federal workplace rule requiring an exposure control plan, protective equipment, training, and hepatitis B vaccination offers for staff who may contact blood or body fluids.
- OSHA formaldehyde standard
- The federal workplace rule for formaldehyde exposure, used in embalming, requiring exposure monitoring, ventilation, protective equipment, training, and medical surveillance where limits are exceeded.
- Outer burial container
- A container placed in the grave around the casket to support the ground above, such as a grave liner or burial vault; many cemeteries require one, but state law generally does not.
- Outer burial container price list
- The list of vaults and grave liners with prices that the FTC Funeral Rule requires a funeral home to offer before discussing or showing them, unless the GPL already includes them.
P
- Perpetual care fund
- A trust, also called an endowment care fund, funded by a share of each interment-right sale, whose income pays for long-term cemetery maintenance; principal generally cannot be spent. Deep dive
- Personal goodwill
- Goodwill tied to the owner's own reputation and relationships rather than to the business; it may be sold separately by the owner, which can change tax treatment.
- Personal guarantee
- A promise by a buyer to repay a business loan personally if the business cannot; SBA lenders generally require one from owners above a set ownership threshold.
- Pet cremation
- Cremation of companion animals, sometimes run as a separate line by funeral homes or crematories with dedicated equipment; licensing and permits vary by state.
- Portability
- A purchaser's right to transfer a preneed contract and its funding to another funeral home; rules on transfers and any fees vary by state.
- Preneed
- Funeral or cemetery arrangements selected and usually paid for before death, funded through a trust or an insurance policy, and delivered when the person dies.
- Preneed backlog
- The total of a funeral home's outstanding preneed contracts that have not yet been serviced, representing future calls the business is obligated to deliver. Deep dive
- Preneed contract
- A written agreement in which a consumer selects and pays for funeral or cemetery goods and services before death, funded through a trust or an insurance policy. Deep dive
- Preneed funding ratio
- Current funded value of preneed, meaning trust balances plus policy values, divided by the cost to deliver every guaranteed obligation at the current GPL.
- Preneed register
- The complete list of a funeral home's outstanding preneed contracts, with purchaser, beneficiary, price, items selected, contract terms, and funding instrument for each.
- Preneed seller license
- A state license or registration required to sell preneed contracts, separate from the funeral establishment license; insurance-funded sales may also require an insurance producer license.
- Preneed trust
- A trust account holding consumer payments on preneed contracts until death, managed by a trustee under state rules on deposits, investments, and withdrawals. Deep dive
- Preneed trust shortfall
- The amount by which preneed funding falls short of the current cost to deliver guaranteed contracts at today's prices; buyers usually deduct a trust shortfall from price. Deep dive
- Private equity platform
- A deathcare company backed by a private equity fund that serves as the base for adding acquisitions, with a plan to grow and later sell or recapitalize.
- Public consolidator
- A deathcare company whose shares trade on a public stock exchange, buying firms that fit its markets and reporting results to shareholders.
- Purchase price allocation
- The agreed split of an asset-sale price among real estate, equipment, vehicles, inventory, non-compete, goodwill, and other assets, which drives each party's taxes for years afterward.
Q
- Quality of earnings (QoE)
- An independent accounting review, usually commissioned by the buyer, that tests whether reported earnings and add-backs are real, recurring, and supported by records, bank deposits, and case data. Deep dive
R
- Removal
- Transfer of the deceased from the place of death, such as a home, hospital, or nursing facility, to the funeral home or crematory.
- Representations and warranties
- Statements of fact the seller makes in the purchase agreement, such as accurate financials, valid licenses, and complete preneed records, that support indemnity claims if untrue.
- Retort
- The cremation chamber, or the complete cremation unit, in which a body is reduced to bone fragments by high heat; its age, capacity, and relining history matter in diligence.
- Revocable preneed
- A preneed contract the purchaser can cancel for a refund of the funds, subject to any fees state law allows; rules vary by state. Deep dive
- Roll-up
- A strategy of buying many smaller businesses in a fragmented industry and combining them, aiming for scale savings and a higher value for the combined company.
S
- Sale-leaseback
- A structure in which the seller keeps or sells the real estate separately and the operating business leases the building back, letting buyer and seller value the property and the business apart.
- SBA 504
- An SBA program that finances fixed assets such as real estate and major equipment through a bank loan paired with a loan from a Certified Development Company.
- SBA 7(a)
- The U.S. Small Business Administration's main guaranteed loan program, which banks use to finance business acquisitions, including goodwill, working capital, equipment, and real estate.
- Selected Independent Funeral Homes
- A membership association of independently owned funeral homes that sets standards of service and ethics for members and offers education and business resources.
- Seller note
- A loan from the seller to the buyer for part of the purchase price, repaid over time with interest; it shows the seller's confidence and often helps a buyer qualify for bank financing.
- Seller's discretionary earnings (SDE)
- Pre-tax earnings before interest, depreciation, and amortization, plus one owner's salary, benefits, and documented add-backs; the standard earnings measure for owner-operated, single-location funeral homes. Deep dive
- Selling director employment agreement
- An employment contract for a selling owner who stays on as a licensed director or manager after closing, setting role, pay, hours, term, and termination rights. Deep dive
- Shipping and receiving
- Services for transferring remains to or from another funeral home, often across state lines or overseas, including preparation, permits, and air or ground transport.
- Specialty-use real estate appraisal
- An appraisal of a building designed for a specific use, such as a funeral home with chapels, a preparation room, or a crematory, where comparable sales are scarce and methods must be chosen carefully. Deep dive
- Standby agreement
- An agreement in which a seller-note holder agrees to defer some or all payments for a period the lender sets, so the senior lender is repaid first.
- State funeral board
- The state agency or board that licenses funeral directors, embalmers, and establishments, inspects facilities, and handles complaints; its name and authority vary by state.
- Statement of Funeral Goods and Services Selected
- The itemized written statement the FTC Funeral Rule requires at the end of an arrangement, listing each item selected, its price, and the total. Deep dive
- Stock purchase agreement
- A contract in which the buyer acquires the owner's shares or membership interests, taking the whole entity with its licenses, contracts, history, and liabilities.
- Strategic buyer
- A buyer already operating in deathcare, such as a neighboring firm or consolidator, who values a target partly for synergies with its existing locations.
T
- Telephone price disclosure
- The FTC Funeral Rule requirement to tell callers that price information is available and to answer price questions over the phone accurately from the price lists.
- The 90-Day Pre-Sale Sprint
- A 13-week work plan for the final quarter before a funeral home goes to market, in four phases: records, preneed, compliance and facility, and marketing readiness. Read more
- The Buyer-Fit Matrix
- A grid that scores each realistic buyer type against the seller's ranked priorities so the owner can see which two or three buyer types to approach first. Read more
- The Four-Number Funeral Home Valuation Screen
- A first-pass screen placing a funeral home in its likely price range using call-volume trend, revenue per call by disposition mix, normalized margin, and preneed funding ratio. Read more
- The Legacy Terms Ledger
- A one-page ledger listing each non-price commitment a selling family wants and scoring it on four tests: written into the agreement, duration, remedy, and survival on resale. Read more
- The Preneed Reconciliation Ladder
- A five-rung method for proving what a preneed backlog is worth, climbing from a complete contract register to one shortfall or surplus figure that becomes a price adjustment. Read more
- Trade services
- Work one funeral home or crematory performs for another, such as embalming, cremation, or removals, billed at wholesale rates; a revenue line buyers analyze separately.
- Traditional burial
- A full-service funeral with embalming, visitation, a funeral ceremony, a casket, and burial in a cemetery, usually the highest-revenue disposition type.
- Transition period
- The agreed time after closing during which the seller introduces the buyer to staff, clergy, families, and the community and helps the business keep its call volume.
- Trust-funded preneed
- Preneed contracts funded by depositing the purchaser's payments in a preneed trust, with earnings and principal released to the funeral home when services are delivered.
- Trusting requirement
- The share of each preneed payment that state law requires the seller to deposit in trust rather than keep; the required percentage varies by state.
- Tuck-in acquisition
- A smaller purchase folded into an existing platform or cluster, often sharing its back office, preparation, and crematory to raise margins.
U
- Urn
- A container that holds cremated remains for keeping at home, placement in a niche, burial, or scattering; a common merchandise item on cremation calls.
V
- Visitation
- A scheduled time, often called a viewing or wake, when family and friends gather at the funeral home or another location to pay respects, usually with the body present.
W
- Working capital
- Current assets minus current liabilities, mainly receivables, inventory, and prepaid items less payables and accrued expenses; the short-term funds a business needs to operate day to day.
- Working capital peg
- A target level of working capital set in the purchase agreement; if the amount delivered at closing is above or below the peg, the price is adjusted up or down.