Sales and Purchase Agreements
Whether you are selling a business and want to achieve a clean exit at a predictable price, or buying a business and want appropriate remedies in place if the target’s financial position is not as expected, the financial terms of the Sale and Purchase Agreement (SPA) are key.
What we do
We assist our clients in achieving a clean exit at a predictable price (sell side) and help them put in place appropriate remedies and purchase price adjustments if the business’ financial position is not as expected (buy side).
With dedicated, merger & acquisition based SPA service, we can provide you with a significant advantage in the deal process. With a team of full-time specialists based within our due diligence practice, we advise buyers and sellers across a whole range of industry sectors, geographies and deal sizes.
We advise our clients on the cash accounting aspects of SPAs. Working closely with the core Deloitte team and your lawyers, we identify commercial issues early and ensure these are appropriately reflected in the SPA so that they can be converted into real value. We typically gain or save an important portion of the headline price for our clients at a cost that is generally a small fraction of the value delivered.
How we can help
Whenever you are doing a transaction, our teams can assist with:
- Structuring the purchase price adjustment mechanism;
- Accounting warranties and indemnities;
- Agreeing net asset or normal working capital targets;
- Accounting policies and definitions for the completion accounts; and
- A “Locked Box” mechanism.
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