Check out market updates

What Is A Locked Box Agreement

The locked box concept is an increasingly common way of dealing with the inherent uncertainties that predict the form of the balance sheet at closing, without resorting to a post-closing adjustment process. The panel, which included Patrick Belville, who worked as a general counsel, M-A partner of Cardinal Health (now a partner in private practice as a partner of Jones Day), discussed the intricacies of the security box`s working capital mechanism and its calculation, including the value of the sample calculations. As a general rule, the seller also accepts the contract for the sale of a certain restriction of his business behavior between the effective date and the conclusion of activities that could have a significant impact on the value of the transaction, for example. B the seller`s consent before the dividends are paid, the agreement of large or long-term contracts, the purchase of large investments, etc. As a general rule, a final offer is then calculated by referring to the target group`s accounts, such as the date of the lock field. The starting point is the enterprise value assigned to the target group, which is often calculated as a multiple of pre-tax earnings. The buyer then adds cash, subtracts debt (and other debt items) and adjusts to standardized working capital spreads, all on the date of the inbox. The result is the value of the equity it is willing to pay for the target group, and this figure is set as the purchase price in the acquisition contract. Adjustments in the value of the business in calculating the value of equity are commonly referred to as “bridge.” In the early 2000s, private equity investors became increasingly active in the global development fund market and began exploring new ways of doing things to achieve better results for their investors. Competitive auctions became popular and the “locked box” mechanism was born. The traditional final account adjustment mechanism involves adjusting the purchase price after closing. The correction is based on the financial statements on the completion date and is based on principles negotiated between the parties (normally stipulated in the sales contract).