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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

Working Capital and Capex Completion Adjustments Workout

  • Notes
  • Questions
  • Transcript
  • 02:34

Working Capital and Capex Completion Adjustments Workout

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Transcript

In this workout, we're looking at some adjustments to the equity price, which are separate from the potential cash and debt balances being different from the estimates. In this situation, we've got two items: working capital, and estimated working capital, planned CapEx, and estimated CapEx. Let's start with working capital. We would expect the business normally to have a working capital balance of around 200. However, at completion, we expect that to be lower or estimated to be lower at 100. This is rather like buying a car and someone saying to you, "Either you can have a full tank "or a half full tank of petrol." Obviously, you want as much petrol in the tank as possible. But in this case, if we are under our expecting less than a full tank of petrol, then we want valuation adjustment for that. And the same for planned CapEx. We planned that the company will have made 300 million spend in CapEx this year. If they've spent less than that, we want to price discount. But in this case, they've spent more than 300. They've spent 350, in which case their lawyers will expect us to pay more. Let's go through the calculation. So in this case, enterprise value is a thousand, which is the cash-free, debt-free price. We will add on the balance of cash to that and then we'll subtract the balance of debt. Again, we're assuming those cash and debt balances were correct. And the estimated equity price before any other adjustments is 900. Now, in this case, we'd normally expect the fuel in the tank to be 200, but it's actually a hundred. So we want to discount if you're buying the business. And the discount will be equal to the difference in the 100 of the actual working capital versus what we would expect because the tank is less full of working capital than what is normal. But for the capital expenditure, the company has spent 350 to date when they had only planned to spend 300. So in this case, we're paying a little more because of the CapEx adjustment. So the adjusted equity price that will be paid is going to be the estimated equity price plus or minus the working capital adjustment plus or minus the CapEx adjustment. So these are other adjustments you would expect to see in the sale and purchase agreement if you're using completion accounts.

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