What is the difference between locked-box and completion-accounts pricing?

Two mechanisms for fixing the equity price relative to the closing balance sheet. Completion accounts: the price adjusts after closing — completion-date accounts are drawn up and net debt and working capital are trued up against agreed targets (a peg), so the buyer pays for the actual position at close. It's precise but creates post-closing preparation and dispute risk. Locked-box: the price is fixed at signing off a recent, agreed historical balance sheet (the locked-box date), with no post-closing adjustment; economic risk and reward pass to the buyer from the locked-box date, and the buyer is protected by a leakage covenant (the seller indemnifies any value extracted to itself between the box date and closing, with 'permitted leakage' carved out). Locked-box is the European/auction standard (often cited as ~60–70% of European deals) because it gives price certainty and speed and avoids disputes — PE sellers especially favor it. Completion accounts are more common in the US and where the business is volatile or the buyer wants to pay for the actual closing position. The buyer must diligence the locked-box accounts hard since there's no later true-up.