Unveiling the locked box deal structure: A win-win solution for business sellers and buyers

The "locked box" deal structure has emerged as a popular mechanism in recent years, revolutionizing the M&A landscape. Unlike traditional deal structures, the locked box approach offers advantages for both parties involved in the transaction. In this blog, we will explore what a locked box deal entails and delve into the reasons why it can be beneficial to both the business seller and buyer.

Understanding the locked box deal structure

A locked box deal structure is a unique method used in mergers and acquisitions to determine the purchase price of a company. It operates on the principle of setting a fixed price based on historical financial data, which is provided by the seller and is "locked" at a specified date before the deal's completion. The locked box date is typically a significant date in the financial year of the company, and the financial statements of that date form the basis for valuing the business.

Benefits to the seller

Certainty and simplicity: One of the primary advantages for the seller is the certainty of the deal. By fixing the price upfront, the seller knows exactly what they will receive, eliminating uncertainties associated with post-closing adjustments and potential disputes over the final price. This simplicity also reduces the complexity of the negotiation process, streamlining the deal's overall timeline.

Time and cost savings: In traditional deal structures, sellers often face substantial costs and time investments related to due diligence processes and preparing financial statements for multiple periods leading up to the transaction. The locked box approach mitigates these expenses as the price is based on historical data, minimizing the need for extensive financial reporting.

Reducing the risk of value leakage: With traditional deals, the seller is vulnerable to value leakage, where the company's value decreases between signing the deal and closing it. The locked box structure shifts this risk to the buyer, who bears the consequences of any value erosion during the interim period.

Benefits to the buyer

Incentive for efficient operations: A locked box deal encourages the buyer to focus on the target company's performance from the locked box date until closing. Since any improvements made during this period directly benefit the buyer, they are motivated to drive operational efficiency and boost financial performance.

Easier post-acquisition integration: With a predetermined price, the buyer can allocate resources more effectively during the post-acquisition integration phase. This helps streamline the process and ensures that both parties are aligned in their efforts to create a successful post-merger entity.

Reduced price negotiation: Negotiating a locked box deal often involves less contentious price discussions compared to traditional structures, where disagreements over working capital adjustments and other variables can arise. This leads to smoother negotiations and a more cooperative relationship between the buyer and seller.


The locked box deal structure has proven to be a beneficial and equitable solution for both business sellers and buyers. With its emphasis on certainty, simplicity, and a shared interest in driving value during the pre-closing period, this approach minimizes risks and friction often associated with traditional deal structures. For sellers, the locked box mechanism offers peace of mind, reduced costs, and a clear-cut process. On the other hand, buyers gain incentives for efficient operations, easier integration, and less contentious price negotiations. As M&A practices continue to evolve, the locked box deal structure will likely remain a preferred option for fostering successful business transactions in the future.

The next step

If you have any further questions, please contact David Kendrick, or your usual UHY adviser.

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