Post Close True Up Calculator

True-ups reconcile estimates vs actuals from closing.

Estimated working capital

Actual working capital

Rent proration

Tenant deposit adjustment

Utility proration

Net true-up (seller owes buyer)

$99,500

WC adjustment

$80,000

Total prorations

$19,500

How the math works

WC adj = estimated − actual (seller owes if actual below est). Total = WC + all prorations.

$1.5M − $1.42M = $80k WC + $19.5k prorations = $99.5k net (seller owes buyer $99.5k).

How to Use

Enter estimated working capital.
Enter actual working capital.
Enter rent proration adjustment.
Enter tenant deposit adjustment.
Enter utility proration.
Read net true-up.

Frequently Asked Questions

What is true-up?

Post-closing reconciliation of closing estimates vs final actual figures. Categories: working capital (receivables, payables, prepaid expenses, inventory), rent proration (rent collected for partial month), tenant deposits (transferred via closing statement), utility proration (last reading pre-close vs close date), tax proration, insurance, CAM reconciliation. Delivered 30-90 days post-close. Imbalances settled by net payment between buyer and seller.

Timing expectations?

Standard process: (1) Seller delivers final close statement 30 days post-close. (2) Buyer reviews with 30-day window. (3) Disputes go to arbitration or auditor. (4) Net payment made 60-90 days post-close. Complex deals (multiple properties, international elements, pending litigation) can take 180+ days. Lock tight timeline in purchase agreement; without it, true-up drags for years. Professional transaction management essential on complex deals.

Typical adjustment size?

Working capital: ±1-3% of purchase price typical. Rent proration: usually minor, <0.1%. Tenant deposits: variable — if security deposit balance wasn't confirmed pre-close, can surprise. Tax proration: usually clear at close, but if assessment is in-flight, may require future adjustment. Operating expense reconciliation: 0.5-2% of annual opex. Total true-up on a $50M deal typically runs $250-$1M — not trivial.

Common disputes?

Categorization disputes (what goes in working capital). Collection assumption on receivables (full recovery vs haircut). Accrual timing (expenses incurred pre-close but paid post-close). Inventory valuation method. Prepaid item amortization period. Experienced deal counsel with audit expertise needed — boutique CPA firms often hired for dispute resolution. Average cost of dispute resolution: $25-75k. Better to prevent via clear purchase agreement language.