Locked Box Mechanisms Introduction
- 03:35
An introduction to using a locked box to complete an M&A transaction.
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Another way of completing M&A transactions is using a locked box mechanism. Now the word "locked box" comes from the debt restructuring business in the olden days where the banks used to give firms a steel box with a big padlock on it and a small slit in the top, and whenever any post came into the business, it would have to go into the locked box, and then, the bank would come along, pick up the steel box, unlock the padlock, take all the post, which included the checks, and they'll get access to the cash flow. So, in essence, the mechanics are kind of similar. Let's start by just looking at our timeline. So the first thing that happens is, that you have to assign a set of accounts in the past, which become your locked box accounts, and these will have already published, and, effectively, this becomes the economic date of sale. Now, of course, the acquirer didn't actually functionally run the business from that point, but we're just kind of going back in time and pretending that the business was sold at that point, the date of the economic sale. So the SPA will be signed after this date and the valuation adjustments like working capital and CapEx will all be based on that locked box accounts in the historical period. So we're effectively pretending that we've sold a business at that locked box accounts. Now, of course, there's negotiation and due diligence going on prior to the SBA being signed, but all the valuation adjustments are based on that locked box dates and the money we transferred as normal at the completion date, which is normally a few days after the SPA is signed or sometimes on the same day, it really depends on the deal. Now, of course, you probably identified the fact there's a major problem here, because, if you have got economic interest in the business from the locked box accounts date, but you don't actually operationally control it until the completion date, there's a huge risk that the vendor will just rip cash out of the business during the period between the locked box accounts date and the completion date, and that is what we would term in legal speak "leakage." So there's gonna be a lot of documentation surrounding what has been leaked out of the business between the locked box date and the completion date, and, in some cases, if there is leakage, that means there'll need to be evaluation adjustment, and leakage could be dividends paid, management charges, transfer pricing, anything like that. Now, interestingly, if they're working capital and CapEx adjustments, it doesn't matter, because, if working capital is liquidated, then what happens? The working capital goes down. Yes, it's a value hit, but cash will rise and that's a value increase. So as long as cash doesn't actually leave the legal entity from between the locked box account date to completion, it doesn't really matter. The one issue that the vendor will have, of course, is that if they've given up all the economic interest in the business from the locked box date and they haven't taken anything out of the business, they have lost effectively the benefit of the earnings between the locked box account date and the completion date, and they will want to be compensated for this and paid a financial return for that period, but the benefit of locked box is the certainty of the money that has to change hands during the negotiation.