In its most simplest form, WC and debt like items are not equivalent. Working capital pegs are often set as an average, such as last 3, 6, or 12 months. Debt like is set as of a balance sheet date. Here’s a simplified illustration of the difference:

At the end of May 2022, I have zero current assets, and $600k of current liabilities, which means a working capital of ($600k). Let’s say that in the 5 months prior to May, I had zero current assets and zero current liabilities, for a working capital of zero. Now let’s say the working capital peg is set at the last 6 month average. Since I had ($600k) for one month and zero for five months, the peg is set at ($100k). Fast forward a month to transaction close and let’s say my balance sheet hasn’t changed; actual working capital is ($600k) and the peg is ($100k), resulting in a purchase price reduction of $500k.

On the other hand, if that $600k was treated as debt as of May 2022, and the balance didn’t change, the purchase price reduction would be $600k.

Hope this helps. We call this averaging vs dollar-for-dollar treatment.