Completion Accounts in M&A: Case Study of 2024-25 Deals

A few days ago I asked a client whether they preferred completion accounts or locked box, and the answer came back loud and clear: pricing certainty still matters, but the allocation of risk in the closing mechanics is just as critical as the numbers themselves.

Completion accounts sit at the heart of how many deals finalize value in 2025. Roughly 46% of transactions used completion accounts, with 53% seller-prepared and 47% buyer-prepared. That split signals a shift toward a seller’s market, but it also means buyers need sharper policy definitions and dispute-ready playbooks. The real traction here is the mechanics, the governance around those accounts: which definitions of cash, indebtedness, and transaction expenses apply, and how the closing adjustments are tested and reconciled post-signing. The data room is cleaner too, 76% of 2025 deals disclosed relevant documents, yet the risk lies in interpretation, not exposure.

To give you a practical sense, the 2025 market shows about 80% of deals employed some pricing mechanism, down slightly from 88% in 2023. That tells me deal teams are balancing flexibility with discipline: you still expect adjustments, but you’re not defaulting to the belt-and-suspenders approach of every deal. In a real case, that means focusing on the most material adjustment items, cash, debt, working capital, and transaction expenses, while keeping the rest measured and defined. For 2025, 78% of deals tested working capital, up from 66% in 2023, and only 15% tested net assets, down from 34% in 2023. That trend underscores the emphasis on operating liquidity and near-term balance sheet cleanliness rather than a broad net-asset test.

Let me sketch a concrete thread you can take to your own diligence work. In 2025, seller control of preparation rose to 53%, up from 25% in 2023. Buyer-prepared completion accounts fell to 47% from 75% in 2023. Translation: sellers are steering more of the completion-account narrative, which heightens the need for sharp, independent accounting policy alignment and a strong closing-accounts framework.

It also makes the dispute risk more acute, often arising from divergent definitions or tiered accounting policies in the same set of financials. WilmerHale’s 2025 MA report and the Accuracy MA survival guide both flag the same risk axis: a clear hierarchy of accounting policies and a precise definition of cash and indebtedness is essential to avoid post-closing disputes.

We see real-world relevance in the two large 2025 cases involving completion accounts and price adjustment mechanisms: Clearwater Analytics Holdings’ USD 1.5 billion acquisition of Enfusion, and C&S Wholesale Grocers’ USD 1.77 billion purchase of SpartanNash. These aren’t abstract numbers. Clearwater’s deal sought to expand total addressable market by about USD 1.9 billion, and it was paired with a robust data-extraction and AI-backed diligence approach to speed up document review and policy alignment. Enfusion, a SaaS provider, brings software-driven revenue recognition considerations into the mix, which elevates the importance of consistent accounting policies for software-related fees, maintenance, and professional services. For C&S and SpartanNash, the consolidation of a grocery distribution footprint, nearly 60 distribution centers serving around 10,000 retail locations and more than 200 company stores, puts a premium on working-capital discipline and the accuracy of trade payables, inventory valuations, and related party transactions. In both cases, the completion-account framework had to be deeply integrated with pre-closing certainty on cash and debt, given the size of the closing adjustments and the risk of post-signing disputes.

From a practical standpoint, the market cues show a few guardrails that buyers and sellers can implement now. First, insist on a clearly drafted schedule of definitions for cash, indebtedness, and transaction expenses, and tie it to a specific accounting policy framework, GAAP, IFRS, or a company-specific policy that is consistently applied across the target and the buyer. Second, align the data-room disclosures with the accounting framework so that there is a shared understanding before signing. General disclosure in 2025 deals stood at 76%, up only slightly from 75% in 2023, which means gaps still exist that can become pain points during closing. Third, invest in technology-assisted review and standardization of working-capital targets. AI-assisted document review and process control are increasingly common, and they reduce the risk of misinterpretation in post-closing adjustments.

Disputes still surface around the interpretive edges. The M&A survival guide from Accuracy highlights how disputes escalate when there is ambiguity in policy application or the order of policy precedence. This is exactly where deal teams should invest: a dispute-avoidance protocol, a pre-signing “red flags” checklist, and an agreed-upon mechanism for resolving ambiguities quickly, without derailing close.

For the broader market, 2025’s activity shows US deal value up about 10% in the first nine months versus 2024, with global deal value up around 15% and volumes down about 9% in the first half year.

The US grocery sector remains a steady, slightly margin-constrained arena, the industry average margin sits around 1.6%, which makes precise post-signing adjustments even more critical in this space. Across buyers and sellers, the trend toward a mix of price-adjustment structures remains, with completion accounts playing a central role in large, highly synergetic deals.

Case study wrap-up: Clearwater Analytics-Enfusion and C&S Wholesale Grocers-SpartanNash show how completion accounts can align with strategic goals while managing risk. In Clearwater’s case, the combination of a software-centric business model and a measured completion-account approach helped capture the incremental TAM while controlling integration risk. In the C&S-SpartanNash scenario, the scale of distribution and retail exposure required a disciplined working-capital test and a precise ledger of transaction expenses to avoid post-close friction with the seller’s side.

Takeaways I’d apply in our practice: prioritize a robust definition set for cash, debt, and transaction expenses; ensure a shared accounting policy framework among all closing participants; and deploy AI-enabled review to accelerate diligence and policy alignment. And always keep a tight close plan with a dispute-avoidance protocol that both sides sign off on before signing.

Practical notes and next steps: map your deal team’s closing mechanics to a single source of truth for definitions; confirm who will prepare the completion accounts and ensure independent review if required; test working capital targets with a credible, data-driven model; and use AI tools for continuous post-signing monitoring to catch divergences early.

For readers who want to deepen their understanding, keep exploring terms in the Matactic glossary and sign up for our free M&A course. Fo sho, that knowledge pays off when you’re negotiating a price adjustment with a stack of closing documents in front of you.