Every M&A transaction has a headline number. It’s the figure in the press release, the number the deal team celebrates over dinner.

It’s also not the real number. Not for the seller, and not for the buyer.

Between LOI and close, value shifts through provisions that most deal participants understand individually but rarely analyze as a system: net debt definitions, working capital true-ups, earnout structures, escrow mechanics, and terms that don’t carry a price tag but probably should.

SRS Acquiom data shows earnouts pay roughly 21 cents on the dollar. Seyfarth Shaw’s latest survey puts median escrow at 9% of purchase price in non-insured deals. Working capital disputes account for over half of all post-close conflicts.

We wrote a guide that maps these dynamics from both the buy-side and sell-side perspective, built on current deal data from the ABA, SRS Acquiom, EY-Parthenon, and PwC.