Webinar by Najla Belkhoja (Partner, Forvis Mazars in Hong Kong) & Hong Chuan Goh (Partner, Forvis Mazars in Singapore)

In the intricate world of Mergers and Acquisitions (M&A), each transaction reflects the unique strategic objectives and challenges faced by the entities involved. The complexity of these transactions necessitates a thorough understanding of deal structuring mechanisms. These mechanisms are pivotal in ensuring a smooth negotiation process.

A critical component in this structuring is the selection and implementation of a completion mechanism, which ultimately determines the final acquisition price. The two predominant mechanisms in the industry are “Completion Accounts” and “Locked Box,” each influencing the transaction’s outcome in distinct ways.

Learning points:

Understanding Closing Mechanisms:

• Gain insights into the various closing mechanisms used in M&A transactions.
• Understand their purposes and implications.
• Discuss the pros and cons of the different mechanisms.

Key Components: 

• Learn about the essential components of closing mechanisms.
• Topics include purchase price adjustments such as Net Working Capital and Net Debt Adjustments, earn-outs, and escrow arrangements..
• Understand how these mechanisms can impact the financial aspects of Sale Purchase Agreements (SPA).

Best Practices: 

• Discover best practices for structuring and implementing closing mechanisms.
• Ensure smooth and efficient transaction closures.

Common Pitfalls:

• Identify common pitfalls and challenges in closing mechanisms.