Deal Pricing Support: CFOs Who Have Negotiated Both Mechanisms

Every UK M&A transaction uses one of two fundamental mechanisms to set the final purchase price: locked box or completion accounts. The choice between them is one of the most consequential structural decisions in a deal because it determines how the purchase price is calculated, who bears the risk of the business’s trading between a reference date and completion, how the cash and debt position of the business is valued, and what post-completion work is required to finalise the deal economics. For sellers, the right mechanism protects certainty of proceeds and minimises post-completion administrative burden. For buyers, the right mechanism ensures they pay the correct price for the business they actually receive on completion day.

Neither mechanism is inherently better than the other. Each has specific strengths and weaknesses, suits different deal contexts, and creates different incentives for buyer and seller behaviour. Current UK market practice — particularly in PE-led transactions — has shifted significantly toward locked box over the last decade, but completion accounts remain appropriate in many contexts and are the default in some sectors and transaction types. Understanding both mechanisms thoroughly, and being able to choose between them thoughtfully, is a core competence for finance leaders, corporate finance advisors, and transaction lawyers working on UK deals.

This guide covers both pricing mechanisms in substantive detail. It sets out the cash-free debt-free framework that underlies both, walks through the locked box mechanism (date mechanics, leakage provisions, interest accrual), walks through the completion accounts mechanism (adjustment categories, target working capital, dispute resolution), provides a decision framework for choosing between them, addresses common disputes and pitfalls, and covers the CFO’s role in each. It complements our guides on financial due diligence (which establishes the working capital and normalised EBITDA positions that feed into pricing mechanisms), earn-outs and deferred consideration (the separate payment mechanisms that can accompany either structure), and W&I insurance (which operates in parallel but independently of the pricing mechanism).

This guide is part of FD Capital’s broader Knowledge Centre series and sits alongside our guides on preparing for private equity, management buyouts, leveraged buyouts, vendor due diligence, and our broader M&A Due Diligence guide.

Why Deal Pricing Mechanisms Matter

The headline enterprise value agreed between buyer and seller is rarely the amount of cash that actually changes hands at completion. The pricing mechanism translates the agreed enterprise value into the actual cash consideration, accounting for the cash and debt position of the business, the working capital level, and various other items that affect the net value being transferred.

The gap between enterprise value and equity value

Enterprise value (EV) is the total value of the business as a going concern, independent of how it is financed. Equity value is what the seller actually receives for the shares — enterprise value plus cash on the balance sheet, less debt. For a business with £50m enterprise value, £5m of cash, and £10m of debt, the equity value is £50m + £5m − £10m = £45m. The pricing mechanism is what moves the deal from the agreed EV to the final cash payment to the seller.

The three moving parts

Every pricing mechanism addresses the same three moving parts of the target business:

Cash position: cash held by the business at the reference date, which flows to the seller (or adjusts the consideration accordingly)
Debt position: debt and debt-like items owed by the business at the reference date, which reduces the consideration
Working capital: the operational working capital (debtors plus inventory minus trade creditors plus similar items) versus a normalised target level, with any shortfall or excess adjusting the consideration

Why the mechanism choice matters

The two mechanisms approach these three items fundamentally differently. Locked box fixes them all at a pre-completion reference date and transfers trading risk between that date and completion to the buyer. Completion accounts measure them as at the completion date and adjust the consideration accordingly. This is a substantial structural difference that affects deal timing, deal certainty, post-completion administrative burden, and the incentive alignment between buyer and seller during the process.

Cash-Free Debt-Free — The Starting Point

Both pricing mechanisms start from the same conceptual foundation: the cash-free debt-free (CFDF) approach to valuing a business.

The CFDF principle

Under CFDF, the buyer is assumed to acquire the business stripped of its cash and its financial debt. The seller takes the cash with them as part of the consideration; the seller pays off the debt (or the buyer assumes it and the consideration is reduced accordingly); the business is delivered with only its operational working capital and its operating assets. The buyer pays the agreed enterprise value, adjusted up for cash and down for debt.

Why CFDF is the standard

CFDF reflects the economic reality that a business’s value as a going concern is independent of its current capital structure. A business with £50m of EBITDA has the same underlying value whether it is financed with £50m of debt or with no debt at all. The capital structure is a choice of the current owner, not an inherent feature of the business. CFDF strips out this choice and values the underlying business.

Defining “cash” and “debt” — the critical negotiation

The apparently simple definitions of “cash” and “debt” are in practice among the most negotiated aspects of any UK SPA. Each term has a specific working definition negotiated in the SPA and applied to the reference balance sheet:

Cash typically includes: bank balances, cash equivalents, short-term deposits, money market funds, and sometimes receivables from specific sources. Cash typically excludes trapped cash (held in locked jurisdictions or subject to regulatory restrictions), cash required for operational working capital, and cash held to meet specific defined obligations.
Debt typically includes: bank loans, bonds, finance leases (now IFRS 16 lease liabilities), overdrafts, accrued interest, and — most contentiously — a range of “debt-like items.”

Debt-like items — the detail that matters

Debt-like items are balance sheet liabilities that are not formally debt but that economically behave like debt, in the sense that they represent claims on the business’s cash flow. Common debt-like items include:

Pension deficits (defined benefit schemes)
Earn-out obligations from prior acquisitions
Deferred consideration payable to prior sellers
Customer deposits and prepayments where performance obligations remain
Accrued bonuses, long-term incentive plans, and holiday pay accruals
Onerous contract provisions
Environmental remediation obligations
Tax liabilities beyond the normal trading cycle
Dilapidations provisions on leased property
Litigation provisions

The classification of each item as debt-like (reducing consideration) or working capital (included in the normal operating items) is substantively negotiated in most UK deals. See our Financial Due Diligence guide for how FDD typically addresses debt-like item identification.

The CFDF bridge

The path from enterprise value to equity consideration is often described as the “equity bridge”:

Enterprise value
  plus cash
  less debt
  less debt-like items
  plus or minus working capital adjustment
  plus or minus other agreed adjustments
= Equity consideration

Both locked box and completion accounts use this same equity bridge. What differs is the reference date at which each component is measured and how the measurement uncertainty is allocated between buyer and seller.

The Completion Accounts Mechanism

Completion accounts is the older and more intuitive of the two mechanisms. The purchase price is calculated based on the actual financial position of the target business on the completion date, with a post-completion true-up of the consideration once the completion balance sheet is finalised.

How completion accounts work

The sequence is straightforward in concept:

At signing: the SPA specifies an “estimated equity consideration” based on an expected cash, debt, debt-like items, and working capital position at completion. This estimate is typically prepared by the seller and agreed with the buyer during negotiations.
At completion: the buyer pays the estimated equity consideration. The target company continues trading as normal up to this point; any cash generated or used goes into the business’s position at completion.
Post-completion (typically 60-120 days): completion accounts are prepared showing the actual cash, debt, debt-like items, and working capital at completion. These are reviewed and agreed (or disputed) between the parties.
True-up payment: the difference between the estimated and actual equity consideration is paid — from the seller to the buyer if the actual position was worse than estimated, or from the buyer to the seller if the actual position was better.

The completion accounts adjustments

Typical completion accounts include three main adjustment categories:

Cash adjustment: actual cash at completion vs estimated cash. Any excess flows to the seller; any shortfall is recovered from the seller.
Debt and debt-like items adjustment: actual debt at completion vs estimated debt. Excess reduces the consideration; shortfall increases it.
Working capital adjustment: actual working capital at completion vs target working capital. Working capital below the target reduces consideration; working capital above the target increases it.

Target working capital — the central working capital question

The target working capital is the normalised level of working capital the business is expected to have at completion, representing what the buyer should reasonably inherit to run the business going forward. Setting this target is one of the most commercially sensitive aspects of completion accounts structuring.

Target working capital is typically established during FDD, based on the historical monthly average over the most recent 12 months of trading, adjusted for seasonality and any unusual items. The SPA defines the target working capital and the methodology by which actual working capital at completion will be compared with it. See our Financial Due Diligence guide for how FDD typically establishes this benchmark.

The post-completion process

After completion, the completion accounts process typically follows this sequence:

Buyer prepares draft completion accounts (typically within 60-90 days)
Seller reviews draft completion accounts and submits disputes within an agreed period (typically 30-60 days)
Disputed items are negotiated between the parties
Unresolved disputes are referred to an independent expert (typically a Big 4 or mid-tier firm) for binding determination
Final completion accounts are agreed or determined
True-up payment is made

Pros of completion accounts

Accurate pricing: the buyer pays for the business it actually receives, with the cash, debt, and working capital position reflecting reality at completion day
Familiar to non-specialists: founder sellers and corporate buyers who are less familiar with M&A mechanics find completion accounts intuitive
Seller trading incentive: the seller continues to have an economic interest in business performance up to completion because better cash generation increases their proceeds
Flexible timing: the mechanism works well where completion timing is uncertain

Cons of completion accounts

Post-completion uncertainty: neither party knows the final purchase price for 60-120 days post-completion
Administrative burden: preparation and review of completion accounts consumes management time post-completion when both parties should be focused on integration
Dispute risk: the adjustment process creates specific opportunities for commercial disputes that can become expensive and protracted
Timing mismatch: the business trades up to completion under seller ownership but is being sold to the buyer — creating potential misalignment over short-term trading decisions
Complexity for cross-jurisdiction deals: completion accounts become particularly complex in multi-entity or multi-jurisdiction transactions

The Locked Box Mechanism

Locked box is a structurally different approach that fixes the purchase price at signing based on the target business’s financial position at a pre-completion reference date.

How locked box works

The mechanism operates as follows:

Locked box date: a historical reference date is selected (typically the most recent month-end or quarter-end with audited or reviewed accounts available). The business’s financial position at this date is used to determine the purchase price.
Calculation at signing: the purchase price is calculated based on the locked box accounts — enterprise value plus cash, less debt and debt-like items, plus or minus working capital versus target — and fixed in the SPA.
Value accrual from the locked box date: from the locked box date to completion, any value generated by the business belongs to the buyer. To compensate the seller for receiving the locked box price at completion rather than at the locked box date, the price typically accrues interest (the “ticker”) between the two dates.
Leakage control: between the locked box date and completion, the seller undertakes not to extract value from the business beyond specifically permitted leakage items. Non-permitted leakage is recoverable from the seller pound-for-pound.
At completion: the buyer pays the locked box price plus the accrued interest, less any identified leakage.

The locked box date

The choice of locked box date is commercially significant. Earlier dates allow more time for diligence and process preparation but create longer value accrual periods and more time for leakage concerns. Later dates compress the process timeline but provide greater certainty of the completion-to-locked box gap. Typical UK practice uses a locked box date 1-3 months before intended signing, balancing these considerations.

The ticker / value accrual / interest charge

To reflect the economic transfer of value from the locked box date, the buyer typically pays interest on the purchase price accruing from the locked box date to completion. Common UK rates are 3-7% per annum, sometimes tied to a reference rate plus a margin. This interest compensates the seller for effectively providing deferred consideration from the locked box date.

Permitted leakage

The SPA defines specific items that the seller is permitted to extract from the business between the locked box date and completion without triggering a leakage claim. Typical permitted leakage includes:

Normal trading transactions with the seller or related parties on arm’s length terms
Specified payments in the ordinary course (e.g. agreed management fees, transaction costs pre-agreed between the parties)
Employment-related payments to seller’s executives (salaries, bonuses consistent with prior practice)
Payment of the seller’s transaction costs where contractually agreed
Specifically approved dividend declarations

Non-permitted leakage — the leakage claim

Any value extracted by the seller or seller-related parties during the locked box period that is not on the permitted leakage list creates a leakage claim. Common examples include:

Dividends or distributions not pre-agreed
Repayment of intercompany loans from the seller’s group
Transactions with related parties on non-arm’s length terms
Payments of management bonuses, fees, or expenses above normal practice
Forgiveness of amounts owed to the target by seller-related parties
Transfer of business assets to seller-related parties

Leakage claims are typically recoverable from the seller on a pound-for-pound basis without needing to prove damages, similar to an indemnity. The leakage framework is therefore the primary mechanism preventing value erosion during the locked box period.

The no-leakage warranty and anti-leakage covenants

Beyond the leakage claim mechanism, the SPA typically includes:

A no-leakage warranty from the seller confirming no leakage has occurred between locked box date and signing
Anti-leakage covenants prohibiting the seller from causing leakage between signing and completion
Specific information rights enabling the buyer to monitor business activity during the gap period

Pros of locked box

Pricing certainty at signing: both parties know the final purchase price when the deal is signed, eliminating the post-completion true-up
Clean completion: completion day is just that — payment and closing, with no outstanding items to be resolved afterwards
Reduced dispute exposure: fewer post-completion disputes because there are no completion accounts to negotiate
Faster execution: locked box mechanisms are typically faster to complete than completion accounts
Better for PE sellers: clean exits without post-completion administration align with PE fund structural requirements
Easier in auction processes: multiple bidders can bid on the same fixed-price basis with no post-completion adjustment uncertainty

Cons of locked box

Reliance on locked box accounts quality: if the locked box accounts are inaccurate, the entire pricing is affected
Interim risk transfer: the buyer bears the trading risk from locked box date to completion, which can be unattractive in volatile periods
Leakage monitoring burden: the buyer needs systems to monitor leakage during the gap period
Less familiar to some counterparties: corporate buyers less familiar with UK practice may resist locked box in favour of completion accounts
Less suitable for cyclical or volatile businesses: businesses with significant period-to-period variation are harder to price on a locked box basis
Problematic for long completion periods: deals requiring extensive regulatory clearance may have 6-12 month gaps between locked box date and completion, during which substantial value accrues

Locked Box vs Completion Accounts — The Decision Framework

The choice between locked box and completion accounts depends on several factors that typically push toward one mechanism or the other.

Current UK market practice

UK PE-led deals have shifted substantially toward locked box over the last decade. Estimates vary, but industry data suggests 70-80% of UK PE transactions (both sponsor-to-sponsor and PE-to-trade exits) now use locked box. The corresponding figure was closer to 40-50% ten years ago. This shift reflects the PE sellers’ structural preference for clean exit with certainty of proceeds, combined with broader advisor familiarity with the mechanism.

Outside of PE-led transactions, completion accounts remain more common, particularly in:

Owner-managed business sales where the seller is less familiar with locked box
Corporate divestitures from listed companies
Cross-jurisdictional deals where local practice differs
Distressed or complex structural deals
Deals where the target has unusual or volatile working capital profiles

Factors favouring locked box

PE seller (particularly exiting fund)
Stable, predictable trading pattern
Short expected gap between locked box date and completion
Competitive auction process with multiple bidders
Desire for clean completion day and minimal post-completion work
Experienced UK transaction practitioners on both sides
Good quality recent financial information available

Factors favouring completion accounts

Founder/owner seller with limited M&A experience
Cyclical or volatile business where recent period may not be representative
Long expected gap between signing and completion (regulatory clearance, pre-conditions)
Weak or outdated financial information at signing
Complex group structure or cross-border consolidation
Significant seasonality affecting working capital
Material items that change significantly between signing and completion (e.g. pension valuation)

Hybrid and modified structures

Some deals use hybrid approaches that incorporate elements of both mechanisms. Examples include locked box with a limited set of post-completion adjustments (e.g. for specifically-defined items), or completion accounts with pre-agreed target levels for most adjustments to narrow the scope of post-completion negotiation. These hybrids are more common on complex or higher-value transactions where a pure mechanism does not fit the specific deal context.

Working Capital Adjustments — Practical Detail

Working capital is the single most commercially sensitive aspect of either pricing mechanism. The working capital adjustment can materially affect the cash the seller receives or the buyer pays, making the mechanics worth covering in detail.

What is included in working capital

For M&A purposes, working capital typically includes:

Trade debtors (net of bad debt provisions)
Inventory and work in progress (net of obsolescence)
Prepayments
Less: trade creditors
Less: accruals for operating expenses
Plus or minus: sundry debtors and creditors depending on classification

Items typically excluded from working capital (and treated as cash, debt, or debt-like items): cash, bank overdrafts, financial debt, tax balances, pension balances, earn-out obligations, intercompany balances with the seller’s group. The precise classification of each balance sheet line is set out in the SPA and can be heavily negotiated.

Setting the target working capital

In completion accounts deals, the target working capital is set in the SPA based on a defined calculation methodology. The most common approaches are:

Trailing twelve-month average: the average of month-end working capital for the 12 months preceding the analysis date. Captures seasonality if the full year is representative.
Trailing six-month or three-month average: used where the business has changed materially in the last year or where more recent data is more representative.
Specific month-end benchmark: the working capital level at a specific month-end that is considered “normal” for the business.
Adjusted average with exclusions: the average excluding months with unusual items (large one-off contracts, year-end effects, etc.).

The seasonality issue

Businesses with material seasonality create complexity in working capital adjustment. A business that typically sees working capital tie up in August and release in December cannot be fairly priced using a mid-year target if completion is in September. SPAs in seasonal businesses often use month-specific targets (e.g. different targets for completion in each calendar month) or use a longer-term average with specific seasonality adjustments.

Common working capital disputes

Classification disputes (is this item working capital or debt-like?)
Provisioning disputes (was the bad debt provision adequate?)
Inventory valuation disputes (obsolescence provisioning, write-down timing)
Accrual completeness (were all liabilities recognised at completion?)
Cut-off disputes (were invoices, receipts, and accruals recognised in the correct period?)

Net Debt Adjustments — The Detail

The net debt adjustment translates the target’s actual financial position into consideration terms. Though less contentious than working capital in most deals, net debt adjustments include several commercially sensitive elements.

Standard debt items

These are usually straightforward: bank loans, overdrafts, finance leases, bond issues, and similar financial debt instruments are debt for pricing purposes. The amount owed at the reference date (locked box or completion) is deducted from the consideration pound for pound.

Finance leases (IFRS 16)

IFRS 16 introduced lease liabilities that sit on the balance sheet for operating leases that previously were off-balance-sheet. UK deals have developed market practice on whether IFRS 16 lease liabilities are treated as debt (reducing consideration) or as operational working capital. Current market practice increasingly treats them as debt for deal purposes, consistent with their economic character as long-term payment obligations.

Pension obligations

Defined benefit pension deficits are typically treated as debt for pricing purposes, using the accounting deficit under the relevant accounting standard (FRS 102 or IAS 19). Defined contribution pension obligations are operational costs and do not typically create a deal-specific adjustment. The scale of pension adjustments can be very material in legacy businesses with historical DB schemes.

Earn-out obligations from prior acquisitions

If the target has made acquisitions of its own with earn-out obligations outstanding, those obligations are typically treated as debt-like items at their fair value at the reference date. See our Earn-Outs guide for the accounting and valuation of these obligations.

Tax-related adjustments

Provisions for historical tax, disputed tax positions, and tax liabilities beyond the normal trading cycle are typically debt-like. Current-year tax liabilities (within 12 months of normal trading) are usually treated as working capital. The boundaries are negotiated and sometimes contentious.

Common Disputes and Pitfalls

Disputes in pricing mechanism execution follow recognisable patterns. Experienced deal teams anticipate and structure around them.

Working capital target disputes

The most common source of post-completion dispute in completion accounts deals is disagreement about how working capital should be measured at completion versus the target level. Common patterns include inventory provisioning disagreements, debtor recoverability assessments, and timing of accrual recognition. Clear SPA definitions with worked examples substantially reduce this dispute risk.

Classification disputes

Individual balance sheet items that could be classified as either cash, debt, or working capital frequently generate disputes. Detailed SPA schedules listing each item and its classification dramatically reduce this risk. Lists should be comprehensive rather than relying on general principles.

Leakage disputes in locked box

Locked box leakage disputes typically arise from items the seller did not realise were leakage (such as related-party transactions at what the seller considered arm’s length but the buyer contests), routine transactions above historical levels (bonus payments, management fees), or transfers of assets between group companies that benefited the seller at the target’s expense. Clear permitted leakage definitions with specific examples prevent most issues.

Independent expert disputes

Where completion accounts disputes cannot be resolved commercially, SPAs typically provide for independent expert determination by a Big 4 or mid-tier accountancy firm. Expert determination is binding and final but can be expensive (£50k-£200k in expert fees) and time-consuming (typically 2-4 months). The expert’s appointment process and mandate are specified in the SPA and can themselves be contentious.

Warranty interaction

Both mechanisms interact with the SPA warranty framework and W&I insurance coverage. Matters that are addressed through the pricing mechanism should not be double-counted through warranty claims. Clear SPA drafting and careful coordination with W&I policy terms prevent overlap issues.

Cross-border complications

Deals with multiple jurisdictions face specific complications: different accounting standards, different fiscal year ends, currency translation at different dates, and different market practices on working capital targets. Cross-border deals often use completion accounts because the complexity of locked box coordination across multiple jurisdictions is impractical.

The CFO’s Role in Pricing Mechanism Negotiation

The CFO is central to pricing mechanism design and execution. The specific responsibilities and required capabilities are distinct from other transaction workstreams.

During SPA negotiation

Advising on the mechanism choice based on the business’s specific characteristics
Leading the negotiation of specific definitions — cash, debt, debt-like items, working capital components
Setting the target working capital methodology with the corporate finance advisor
Reviewing SPA schedules for completeness and clarity
Modelling the financial outcomes under different scenarios to inform negotiation strategy

In locked box deals specifically

Preparing the locked box accounts to the standard required for buyer reliance
Negotiating permitted leakage definitions
Managing business operations through the gap period to avoid inadvertent leakage
Providing information to the buyer supporting monitoring during the gap period
Supporting the completion leakage certificate if required by the SPA

In completion accounts deals specifically

Preparing the estimated equity consideration at signing
Preparing or reviewing the draft completion accounts post-completion
Responding to buyer (or seller, from the other side) adjustments and challenges
Managing the dispute resolution process if required
Engaging with independent expert determination where necessary

CFO profile for success

CFOs who succeed in pricing mechanism negotiation typically share characteristics: direct prior experience of both locked box and completion accounts; strong technical understanding of balance sheet classification and accounting standards; ability to model the financial outcomes under alternative scenarios; commercial judgement on which items matter most for pricing; and negotiation discipline to hold positions on specific technical points without derailing the broader transaction. See our Investor Ready CFO guide for the broader transaction CFO capability profile.

How FD Capital Supports Pricing Mechanism Work

FD Capital places CFOs, FDs and specialist finance leaders into UK businesses where pricing mechanism negotiation and execution is a core part of the transaction work.

Our pricing-mechanism-relevant capabilities

Pre-sale CFO placements: finance leaders placed into target businesses preparing for sale, responsible for preparing the financial information base that will support either locked box or completion accounts. See our Business Exit Preparation page.
Transaction CFO placements: experienced transaction CFOs engaged specifically for the active deal period including pricing mechanism negotiation and execution. See our Interim CFO page.
PE portfolio company CFOs: CFOs placed into PE-backed businesses who will handle multiple transactions — bolt-ons and ultimately exit — each with pricing mechanisms to design and execute. See our Private Equity CFO Search and CFO Recruitment for PE-Backed Businesses.
Post-completion CFO placements: finance leaders brought in specifically to manage post-completion pricing mechanism execution, particularly in completion accounts deals with significant adjustment work. See our Transformation CFO/FD page.

Where we add the most value

The CFOs we place into transaction environments typically save clients substantially more than their recruitment cost through better pricing mechanism outcomes. A competent transaction CFO can easily identify or avoid £500k-£2m of value leakage or gain in a mid-market deal through disciplined attention to the pricing mechanism detail — value that is invisible to less experienced CFOs and is routinely lost or captured depending on who is in the role.

Pricing Mechanism Choice Is Consequential — Get Both Options Right

The locked box vs completion accounts decision shapes every subsequent element of UK M&A deal execution. Locked box delivers certainty and clean completion but requires high-quality locked box accounts and careful leakage management. Completion accounts delivers pricing accuracy but creates post-completion administrative burden and dispute exposure. Neither is inherently superior; the right choice depends on deal context, seller and buyer characteristics, and the specific target business.

Whichever mechanism is chosen, the quality of execution depends substantially on the CFO leading the work. CFOs with direct prior experience of the mechanism being used identify opportunities and avoid risks that less experienced CFOs routinely miss. FD Capital places the CFOs, FDs and specialist finance leaders who make UK transaction pricing mechanisms work in both sellers and buyers across all deal sizes. If you are approaching a sale process, operating in an active deal, or running a PE-backed business with transaction activity, our Private Equity practice and Business Exit Preparation pages cover our relevant recruitment work.

A Note from Our Founder — Adrian Lawrence FCA

Pricing mechanism work is one of those transaction workstreams where the value added by an experienced CFO is measurable in cash terms. The choice between locked box and completion accounts, the classification of debt-like items, the setting of target working capital, the drafting of permitted leakage definitions — each of these is a technical negotiation that directly determines how much the seller receives and how much the buyer pays. I have seen deals where a well-informed CFO on the seller side extracted several hundred thousand pounds of additional consideration through disciplined attention to classification detail; I have seen deals where the buyer’s CFO recovered similar amounts through completion account adjustments; and I have seen deals where the CFO on one or both sides simply missed the opportunity and left value on the table.

The technical detail here matters more than most of what happens in a transaction. The enterprise value gets the headlines and the attention; the pricing mechanism determines what actually ends up in the seller’s pocket and the buyer’s books. A CFO who has negotiated both mechanisms multiple times brings a specific kind of value that general CFOs or less experienced transaction specialists simply do not.

At FD Capital we place CFOs with direct pricing mechanism experience into UK businesses approaching or active in transactions. If you are preparing for a sale, in a live deal, or operating in a transaction-intensive environment, the CFO handling the pricing mechanism negotiation is one of the most consequential hires you can make. I would be happy to have a direct conversation about the profile that fits your specific context.

Hire a CFO with UK Deal Pricing Mechanism Experience

CFO and FD placements for UK businesses active in M&A pricing mechanism work — pre-sale preparation, locked box account preparation, completion accounts execution, leakage monitoring, and post-completion true-up management. Permanent, interim and fractional placements available. FD Capital has placed transaction-experienced finance leaders into UK businesses across every sector since 2018.

Call: 020 3287 9501
Email: recruitment@fdcapital.co.uk

Exit Preparation ›
Call 020 3287 9501

Locked Box vs Completion Accounts: A UK Deal Pricing Guide