Completion Accounts the Traditional Solution
- 03:18
An overview of the traditional mechanism of completing an M&A deal.
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Let's take a look at completion accounts, which is the traditional solution of somebody buying another company. And we've got a timeline here, and the first point on the timeline that we've got is some historical accounts, some reference accounts. These will have been published, they may have been audited, and this really frames the whole valuation metric. Now the thing is, is that usually in most cases, your acquisition date is going to be after the latest accounts, and the first part of any negotiation will be the signing of the heads of terms, or HOT, or sometimes known as the letter of intent. And this is just a framework of the key agreements in the negotiation. Although it's a legal document, it doesn't tend to have anything like the emphasis of the sale and purchase agreement. Now then, after that initial document is signed, which frames the negotiation about price, then you will have a due diligence period, and this is where lawyers, accountants, consultants go in and kick the tires of the company just to make sure that all the information that you've been given is correct. So they will check accounts, they will check legal agreements, they will check the marketplace. Now with the additional information that comes from that, often there's some renegotiation because that could affect what the underlying heads of terms or the assumptions that people used when they were assessing the heads of terms. Then once that period has finished, we will sign the sale and purchase agreement. But of course, at this point, we don't know the exact completion accounts amount. We have to estimate what that is, and then after that, or sometimes the same day, we'll have the completion date, and that's where the economic sale occurs. That's when the business economically transferred from one owner to another. But at no point have we had any final accounts of what the balance sheet looked like at the completion date. And so for example, we don't know the cash balance. We don't know the debt balance. We don't know the value done on core assets. And all those items get in between the enterprise value and the equity price which has got to be paid. So at the completion date and in the SPA, those amounts of cash, debt, et cetera, will be estimated, and it's only sometime after the completion date when the accounts are published, because it takes accountants some time to prepare them, will you see what the actual cash and the actual debt numbers were And at that point, you'll have a true-up mechanism, where you'll make adjustments for the fact that the completion date estimate of cash, debt, et cetera, is different from the actual number in the completion accounts, and there will be a payment either between the vendor or the buyer, depending on which way the adjustment went.