The forgotten factor in buying and selling: liquidity

Jules van Berlo
November 12, 2025
Financial room keeps the business moving. Businesses that carefully plan and monitor their cash flows realize a smoother transfer.
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In many acquisition processes, I see the same pattern. The conversations are about valuation, multiples and growth expectations. All are important. But one aspect often remains underexposed: the financial agility of the business.

Precisely that determines whether an acquisition stands firm or proves immediately vulnerable.

Profit does not tell the whole story

Buyers like to be convinced by nice figures. By healthy margins, good returns and attractive profit potential. But once the transaction is completed, the reality of the working capital required presents itself. New customers demand pre-financing. Inventory needs to be maintained. And suppliers want to be paid on time, while customer payments are not yet in. That period often requires more financial headroom than previously estimated.

I also regularly see sellers fret about their financial headroom after the transfer. Part of the purchase price is tied up in an earn-out or vendor loan, but private obligations just keep running. Without a clear understanding of the cash position after the sale, this can lead to tension.

Professional preparation makes the difference

From my experience with acquisition projects and the entrepreneurs involved in them, I know that good preparation prevents many problems. Well-prepared parties have their financial position in sharp focus from the beginning. During due diligence, they not only look at profits and balance sheets, but also make a thorough analysis of cash flows and the development of working capital. This prevents a buyer from running into liquidity problems shortly after the acquisition.

Sellers who can explain their cash flows convincingly strengthen their credibility. They show that they know their company's financial dynamics inside out. This inspires confidence in buyers and increases the likelihood of a strong negotiating position.

Four principles for a sound transaction

  1. Analyze what actually remains available in free cash, not just EBITDA.
  2. Make a 12- to 18-month cash flow forecast, including integration costs and capital expenditures.
  3. Ensure a balanced financing structure. Finance the acquisition with long-term capital, not temporary working capital.
  4. Plan cash flows. Determine in advance how much headroom is needed to remain operationally stable after the acquisition.

Financial resilience determines continued success

How money flows through the company determines whether strategic goals remain achievable. Profit is important, but financial room keeps the business moving. Companies that carefully plan and monitor their cash flows realize a smoother transfer and increase their resilience.

Those who include this issue directly in the preparation of a purchase or sale maintain control over growth. Experience shows that precisely those businesses are profitable and future-proof.

Written by
Jules van Berlo, Claassen, Moolenbeek & Partners

Jules van Berlo is a director at Claassen, Moolenbeek & Partners. He enjoys working on issues of business growth, valuations, and acquisitions, especially with innovative and start-up businesses. He can make full use of his experience at Claassen, Moolenbeek & Partners as an organizational consultant since 2008, as a registered valuator since 2011, and as a director since 2013.

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