Skip to content
Felix
  • Topics
    • My List
    • Felix Guide
    • Asset Management
    • Coding and Data Analysis
      • Data Analysis and Visualization
      • Financial Data Tools
      • Python
      • SQL
    • Credit
      • Credit Analysis
      • Restructuring
    • Financial Literacy Essentials
      • Financial Data Tools
      • Financial Math
      • Foundations of Accounting
    • Industry Specific
      • Banks
      • Chemicals
      • Consumer
      • ESG
      • Insurance
      • Oil and Gas
      • Pharmaceuticals
      • Project Finance
      • Real Estate
      • Renewable Energy
      • Technology
      • Telecoms
    • Introductory Courses
    • Investment Banking
      • Accounting
      • Financial Modeling
      • M&A and Divestitures
      • Private Debt
      • Private Equity
      • Valuation
      • Venture Capital
    • Markets
      • Economics
      • Equity Markets and Derivatives
      • Fixed Income and Derivatives
      • Introduction to Markets
      • Options and Structured Products
      • Other Capital Markets
      • Securities Services
    • Microsoft Office
      • Excel
      • PowerPoint
      • Word & Outlook
    • Professional Skills
      • Career Development
      • Expert Interviews
      • Interview Skills
    • Risk Management
    • Transaction Banking
    • Felix Live
  • Pathways
    • Investment Banking
    • Asset Management
    • Equity Research
    • Sales and Trading
    • Commercial Banking
    • Engineering
    • Operations
    • Private Equity
    • Credit Analysis
    • Restructuring
    • Venture Capital
    • CFA Institute
  • Certified Courses
  • Ask An Instructor
  • Support
  • Log in
  • Topics
    • My List
    • Felix Guide
    • Asset Management
    • Coding and Data Analysis
      • Data Analysis and Visualization
      • Financial Data Tools
      • Python
      • SQL
    • Credit
      • Credit Analysis
      • Restructuring
    • Financial Literacy Essentials
      • Financial Data Tools
      • Financial Math
      • Foundations of Accounting
    • Industry Specific
      • Banks
      • Chemicals
      • Consumer
      • ESG
      • Insurance
      • Oil and Gas
      • Pharmaceuticals
      • Project Finance
      • Real Estate
      • Renewable Energy
      • Technology
      • Telecoms
    • Introductory Courses
    • Investment Banking
      • Accounting
      • Financial Modeling
      • M&A and Divestitures
      • Private Debt
      • Private Equity
      • Valuation
      • Venture Capital
    • Markets
      • Economics
      • Equity Markets and Derivatives
      • Fixed Income and Derivatives
      • Introduction to Markets
      • Options and Structured Products
      • Other Capital Markets
      • Securities Services
    • Microsoft Office
      • Excel
      • PowerPoint
      • Word & Outlook
    • Professional Skills
      • Career Development
      • Expert Interviews
      • Interview Skills
    • Risk Management
    • Transaction Banking
    • Felix Live
  • Pathways
    • Investment Banking
    • Asset Management
    • Equity Research
    • Sales and Trading
    • Commercial Banking
    • Engineering
    • Operations
    • Private Equity
    • Credit Analysis
    • Restructuring
    • Venture Capital
    • CFA Institute
  • Certified Courses
Felix
  • Data
    • Company Analytics
    • My Filing Annotations
    • Market & Industry Data
    • United States
    • Relative Valuation
    • Discount Rate
    • Building Forecasts
    • Capital Structure Analysis
    • Europe
    • Relative Valuation
    • Discount Rate
    • Building Forecasts
    • Capital Structure Analysis
  • Models
  • Account
    • Edit my profile
    • My List
    • Restart Homepage Tour
    • Restart Company Analytics Tour
    • Restart Filings Tour
  • Log in
  • Ask An Instructor
    • Email Our Experts
    • Felix User Guide
    • Contact Support

Completion Mechanisms

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

Unlock Your Certificate   
 
0% Complete

16 Lessons (49m)

Show lesson playlist
  • 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

Completion Accounts Calculations

  • Notes
  • Questions
  • Transcript
  • 04:16

How the equity price is calculated when using the completion accounts mechanism.

Downloads

No associated resources to download.

Glossary

capex adjustments cash free debt free price Completion accounts OWC adjustments sales and purchase agreement SPA true up
Back to top
Financial Edge Training

© Financial Edge Training 2025

Topics
Introduction to Finance Accounting Financial Modeling Valuation M&A and Divestitures Private Equity
Venture Capital Project Finance Credit Analysis Transaction Banking Restructuring Capital Markets
Asset Management Risk Management Economics Data Science and System
Request New Content
System Account User Guide Privacy Policy Terms & Conditions Log in
Transcript

In the sale and purchase agreement, we'll have a clear documentation of the difference between enterprise value and what you have to pay which is equity value, and we'll add on cash and non-core assets and subtract debt and debt like items. Remember, when we sign the sale and purchase agreement, the cash and the debt numbers, these are going to be estimates. And so potentially there's gonna have to be a true up at a later date. But not only that, we also have some other adjustments. For example, working capital. The vendor could, if they wanted to, really shrink the working capital by not buying inventory, for example. And that means they could take out more cash outta the business, but of course the business would be hurt because it would have low levels of inventory. So what we have to do is establish what is a kind of permanent level of working capital and check to see whether the working capital at the completion date is actually a reasonable level of working capital of the business. Ditto capital expenditure. Have they been spending CapEx according to the business plan or have they been ratcheting that down in order to save cash and take it out of the business just before it's sold? Let me give you a quick example of an operating working capital adjustment. So you can see here we've got a company called Toy Incorporated. And as any toy company would be, they will have seasonality in their sales. And in this case we've got four quarters and we have not been a working capital, that starts very low and gradually rises and then in Q3 is extremely high in preparation for the holiday season. And then it drops by the end of Q4 after the holiday season. Now the average over the course of the year is 33.8. Now when we value the business, initially we just take a multiple probably of a profit, and in this case, we've got EBITDA and a multiple of eight times. So our enterprise value is going to be the 100 times eight. But the problem is, if you completed the acquisition in let's say Q1, you've only got 10 million of working capital, when on average the business needs 33. Whereas if you completed it in Q3 it's got 80 million of working capital, woo hoo, that's fantastic. It's kind of like buying a car. Is the fuel tank full or not? So let's assume we have a Q3 completion. Of course, if you're completing Q3, (indistinct) are not stupid, nor are accountants, nor are buyers or sellers. So what we'd have is an opening working capital adjustment. And this case, what we would do is we would take the balance of operating working capital in Q3, which is 80, and then we'd subtract what we believe is a permanent level. And in this case, the accountants have said, "look, the average level is probably a good proxy for that, of 33.8. And that will give us an adjustment of 46 million. So in actual fact, what... Assuming there's no cash and no debt to make things simple, what the acquirer would have to pay is the 800 of enterprise value, assuming no cash and no debt, plus this operating working capital adjustment. Because what they're getting is a company stocked full of operating working capital. So that gives just an example of the kind of adjustment that you'd have to make and that adjustment would be documented in the SPA agreement. But again, at the signing of the SPA, those are estimates. And so the equity price that the closing date is not necessarily what you'll end up paying because what happens is a month after the closing, you'll have some completion accounts and then you'll have some true ups and they could be positive or negative depending on whether they are in the favor of the acquirer or the seller. Preliminary adjustments are estimated at completion. Look at operating working capital and CapEx relative to permanent levels or targets in the case of CapEx. And then final adjustments are done up in a true up process when we get the completion accounts.

Content Requests and Questions

You are trying to access premium learning content.

Discover our full catalogue and purchase a course Access all courses with our premium plans or log in to your account
Help

You need an account to contact support.

Create a free account or log in to an existing one

Sorry, you don't have access to that yet!

You are trying to access premium learning content.

Discover our full catalogue and purchase a course Access all courses with our premium plans or log in to your account

You have reached the limit of annotations (10) under our premium subscription. Upgrade to unlock unlimited annotations.

Find out more about our premium plan

You are trying to access content that requires a free account. Sign up or login in seconds!

Create a free account or log in to an existing one

You are trying to access content that requires a premium plan.

Find out more about our premium plan or log in to your account

Only US listed companies are available under our Free and Boost plans. Upgrade to Pro to access over 7,000 global companies across the US, UK, Canada, France, Italy, Germany, Hong Kong and more.

Find out more about our premium plan or log in to your account

A pro account is required for the Excel Add In

Find out more about our premium plan

Congratulations on completing

This field is hidden when viewing the form
Name(Required)
This field is hidden when viewing the form
Rate this course out of 5, where 5 is excellent and 1 is terrible.
Were the stated learning objectives met?(Required)
Were the stated prerequisite requirements appropriate and sufficient?(Required)
Were the program materials, including the qualified assessment, relevant and did they contribute to the achievement of the learning objectives?(Required)
Was the time allotted to the learning activity appropriate?(Required)
Are you happy for us to use your feedback and details in future marketing?(Required)

Thank you for already submitting feedback for this course.

CPE

What is CPE?

CPE stands for Continuing Professional Education, by completing learning activities you earn CPE credits to retain your professional credentials. CPE is required for Certified Public Accountants (CPAs). Financial Edge Training is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors.

What are CPE credits?

For self study programs, 1 CPE credit is awarded for every 50 minutes of elearning content, this includes videos, workouts, tryouts, and exams.

CPE Exams

You must complete the CPE exam within 1 year of accessing a related playlist or course to earn CPE credits. To see how long you have left to complete a CPE exam, hover over the locked CPE credits button.

What if I'm not collecting CPE credits?

CPE exams do not count towards your FE certification. You do not need to complete the CPE exam if you are not collecting CPE credits, but you might find it useful for your own revision.


Further Help
  • Felix How to Guide walks you through the key functions and tools of the learning platform.
  • Playlists & Tryouts: Playlists are a collection of videos that teach you a specific skill and are tested with a tryout at the end. A tryout is a quiz that tests your knowledge and understanding of what you have just learned.
  • Exam: If you are collecting CPE points you must pass the relevant CPE exam within 1 year to receive credits.
  • Glossary: A glossary can be found below each video and provides definitions and explanations for terms and concepts. They are organized alphabetically to make it easy for you to find the term you need.
  • Search function: Use the Felix search function on the homepage to find content related to what you want to learn. Find related video content, lessons, and questions people have asked on the topic.
  • Closed Captions & Transcript: Closed captions and transcripts are available on videos. The video transcript can be found next to the closed captions in the video player. The transcript feature allows you to read the transcript of the video and search for key terms within the transcript.
  • Questions: If you have questions about the course content, you will find a section called Ask a Question underneath each video where you can submit questions to our expert instructor team.