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Completion Mechanisms

Understand the two main ways of completing an M&A transaction with a focus on the locked box method.

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16 Lessons (49m)

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  • Description & Objectives

  • 1. Completion Accounts Introduction

    02:20
  • 2. Completion Accounts the Traditional Solution

    03:18
  • 3. Completion Accounts Calculations

    04:16
  • 4. Why we need Completion Adjustments Workout

    03:48
  • 5. Working Capital and Capex Completion Adjustments Workout

    02:34
  • 6. Working Capital Liquidation Workout

    02:48
  • 7. Working Capital Higher than Expected Workout

    02:14
  • 8. Adjustments Over Time Workout

    05:40
  • 9. Dividend Payment Just Before Completion Workout

    01:20
  • 10. Issues with the Completion Accounts Mechanism

    01:23
  • 11. Locked Box Mechanisms Introduction

    03:35
  • 12. Locked Box Mechanisms Calculations

    03:27
  • 13. Locked Box Mechanism Workout

    03:57
  • 14. Completion Mechanisms Compared

    03:17
  • 15. Case in Point Workout

    06:00
  • 16. Completion Mechanisms Tryout


Prev: Synergy Analysis Next: Divestiture Modeling

Locked Box Mechanism Workout

  • Notes
  • Questions
  • Transcript
  • 03:57

Locked Box Mechanism Workout

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Transcript

In this workout, we are going to do a full analysis of a completing transaction using a locked box method. And in this first instance, we can see that we've got some financial information about the company. And this is a company with a year end of December 31st, but the information's published in February, beginning of February. And you can see here we've got EBITDA, cash, debt, operating working capital, and annual capital expenditure. Then on the 15th of February, somebody contacts the company and says, "We want to buy you." And they agree a price of EV to EBITDA of seven times, the closing date is set to be May 1st. Now even though it's locked box mechanism, there will still be a due diligence process. And there still will be some potential adjustments for things like operating working capital and CapEx. But they will be done, and there'll be no other estimates 'cause it's all based on those historical accounts. And the accountants established that actually the opening working capital requirement should have been 60, whereas the accounts only had it at 50. And they had under invested CapEx by about 5 million. And also, the company had announced a dividend, which is gonna be payable in March, which is before the closing date. So we need to make those adjustments. And lastly, we are assuming that the seller, the vendor, wants to be compensated because they've effectively sold the business at the end of December, but they're only going to complete in May, which is four months later. And the compensation rate is going to be a 5% accrual. So now let's calculate the consideration, and we're going to start with enterprise value. And they agreed seven times EBITDA. So we'll go up to the EBITDA number, which is 100, and I'm gonna multiply that by seven times, and that will give us the enterprise value that they're valuing the operational business on. Now the cash, there was no adjustments to cash. So what we're going to do is we're going to add on the value of cash, which is on the historical balance sheet. Then, we will subtract debt. Again, I'm gonna take debt from the historical balance sheet because we're assuming that hasn't changed up to completion. Next, we're going to do the operating working capital adjustment. Now the business latest accounts had operating working capital of 50, but the accountants have established that the permanent level of operating working capital should be 60. In other words, the fuel tank is slightly less full than we would want. So this means we're going to reduce the price by 10 million to compensate for that lack of fuel. Then there is an underestimate or underinvestment in capital expenditure, and again, that's going to be a reduction in the price of five. And then there's the permitted leakage, which is the dividend which has been announced and is going to be paid in March before completion. And effectively what that would do is reduce the cash balance. And that means if I sum all those up, I get the renewed purchase price of 475. But remember, because we have effectively sold the economic interest in the business at year end and we're only completing in May, then the vendor wants to be compensated for not having that return. So we'll take the purchase price and we'll multiply it by the 5% accrual, and then multiply by the number of months in the year. So it's an extra 7.9 million. So the total consideration is the addition of those two items, and that is what is going to be in the sale and purchase agreement, just one number, 482.9.

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