What’s covered:

  • Locked box and completion accounts comparison
  • Pros and cons
  • EV to Equity bridge under each mechanism (inclusion of cash profits and leakage)
  • Long list of potential cash and debt like items
  • Buyer and seller arguments on whether items sit within working capital / cash or debt
  • Importance of EBITDA periods when negotiating the working capital target period
  • Exploding the working capital adjustment on a line by line basis across a variety of working capital targets
  • Leakage V.s. permitted leakage
  • Bridging cash in the locked box to cash as at completion
  • Locked box item tracker
  • Preparation of completion accounts
  • Accounting policy drafting
  • Locked box legal protections