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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


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Locked Box Mechanisms Calculations

  • Notes
  • Questions
  • Transcript
  • 03:27

The calculations used in a locked box mechanism of completing an M&A transaction.

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completion date interest accrual leakage locked box locked box date Sale and Purchase Agreement SPA
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Transcript

Before we go into the calculation, let's just review why locked box is such a good solution to people like private equity firms in M&A transactions. Firstly, the valuation is based on historical accounts which can be audited much more easily than a set of completion accounts, which have to be created before they are reviewed. So that generates certainty in terms of the timing of the cash flows, and the buyer becomes the beneficial owner as of the locked box date. And it's easier to compare bids, because you've just got one number from the participants. It's literally, I'll buy the equity for this amount based on this locked box date. Now, the key issues are going to be monitoring leakage and making sure that there's no cash leaving the business between the date of the locked box accounts and the completion date. And in some cases, there's permitted leakage, but that has to be very, very tightly defined. So that's the mechanism. Let's just take a look at the calculation. So actually, we would normally start with an enterprise value calculation, but this is going to be at the date of the locked box accounts. Then we'll add on cash and we will subtract debt and any debt equivalents. We'd make the normal operating working capital and capex adjustments. Now, at that point, we'd also have to assess if there's any permitted leakage, management charges, dividends, transfer pricing, anything like that. Once we've done all that, we end up with a purchase price. That is the number in the SPA, and the adjustments for things like open working capital and capex and the debt and cash, they're not estimates. These are real numbers you can be certain about, and that will go into the calculation, but in the SPA, instead of this being detailed out, it will just say you are buying the equity number for X million. Underneath, you may well have a calculation for an accrual to the seller, because remember, they've handed over the value of the company from the locked box accounts date, but they only get the cash later. So you will kind of expect them to demand some kind of return on their money between those two dates, and that will give us the total consideration. So all the adjustments using historical locked box accounts and you have an accrual to reflect the opportunity cost of not having the money at the sale of the economic interest and the business. There are a few requirements for a locked box mechanism. Number one, you need recent audited accounts, and often the audit may happen actually during the transaction negotiation. It's a quick turnaround. It can be much faster than completion accounts 'cause you don't need to set up a whole new set of accounts. You've obviously got to be confident that the accounts are right, and that's probably why you would still do some due diligence before you sign the SPA. And you need two separate legal entities. It's much more difficult to do this if you're doing an asset deal, which is part of another entity. And lastly, you need to make sure that you monitor leakage effectively.

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