Debt & Debt-Like vs. WC Peg Treatment
When negotiating SPAs, the accountants sometimes get pretty animated debating whether some specific types of items should be treated as a debt / debt-like item OR a WC peg, but not BOTH. In the heat of a deal - I've never really understood this.
Can someone provide an example and ELI5 on the concept? What is an example of something that can be an adjustment to a WC peg OR a debt-like item? Is there typically a preference (from a buyer perspective) on which to put it in? Why is there emphasis on not including both as a DDL and a WC peg adjustment (assume it's double-counting - but would love to actually understand the mechanism)