Welcome to this session on Completion Mechanisms. This is focused around the acquisition of private companies. Public companies have a very specific profile that they need to go through for acquisitions. We'll go through the role of the completion mechanism and how completion accounts work and then we'll also take a look at another approach, which is known as Locked Box. And finally, we'll put this into the context of Sale and Purchase Agreements. Let's start by just thinking about the acquisition of private companies. This is the enterprise value to equity value bridge and it just converts the value of the business, which is the enterprise, by adding non-core assets, cash, subtracting debt, and other debt equivalents to the equity value. Now, lawyers don't typically use the terminology of enterprise value. Typically, they will talk about the cash-free, debt-free price. But fundamentally, enterprise value, or the cash-free, debt-free price, in lawyer speak, is what you are valuing. And equity value is typically what you will pay, assuming, of course, you're buying the stock and not the assets. But in most acquisitions, you will end up buying the stock. So what is the role of the completion mechanism in this? The completion mechanism ensures that what actually the buyer receives is what they pay for and it makes sure that the seller receives the expected funds and tries to minimize any uncertainty on both sides of that. So the buyer gets what they expect and the seller gets the cash they expect. And this is all documented in a key agreement in an acquisition, which is known as the Sale and Purchase Agreement. Often it's abbreviated to the SPA. And this will document actually how the completion mechanism will work and reflects all the negotiation that's happened prior and up to that point. So typically, the SPA is signed somewhat just before the actual completion date or sometimes at the completion date. It really depends on the transaction.