Answers / M&A Advisory

Explain the locked-box interest (equity ticker) mechanism.

A core M&A Advisory interview question — asked in analyst and associate interviews across IB, PE, and the Big 4.

THE SHORT ANSWER

In a locked-box deal the price is fixed off a balance sheet at the locked-box date, but closing happens later — and from the locked-box date the economic benefit of the business (its cash generation/profits) accrues to the buyer, even though the seller still legally owns and runs it until closing. To compensate the seller for being out of its money and giving the buyer that economic benefit for the gap period, the parties often add a locked-box interest charge (sometimes called an equity ticker or value accrual): the buyer pays an agreed rate — typically applied to the equity value — accruing daily from the locked-box date to closing. The rate is negotiated (it might approximate the equity's return, a cost-of-capital proxy, or simply a deal point), and a longer period between box date and closing increases the amount. Alternatively, instead of interest, the parties may share profits generated in the period. It's distinct from the leakage covenant (which claws back value extracted to the seller) — the ticker compensates for time, leakage protects against extraction.

WHAT INTERVIEWERS LISTEN FOR

  • Economic benefit passes to buyer from the locked-box date, but closing is later
  • Buyer pays an agreed daily interest/ticker (usually on equity value) for the gap
  • Rate is negotiated; longer box-to-closing gap = larger amount
  • Distinct from the leakage covenant (time compensation vs anti-extraction)

COMMON MISTAKES

  • Confusing the ticker with the leakage covenant
  • Not knowing it compensates the seller for the gap period
  • Forgetting it scales with the box-to-closing delay

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