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Sale and Purchase Agreements

Our experience is that up to 5% of the headline deal value can be gained or lost purely through the approach to the cash accounting aspects of the Sale and Purchase Agreement.

Working alongside the core diligence team, our SPA specialists provide expert advice on the cash accounting implications of transaction agreements being negotiated, including purchase price adjustment mechanisms and completion accounts policies. 

Drawing on our experience of transaction disputes, and working closely with your legal advisers, we can assist you in developing contractual solutions to accounting or commercial issues identified.

Our Sale & Purchase Agreement specialists can help you:

  • review or propose a purchase price adjustment mechanism (such as those involving completion and earn out accounts)
  • review financial projections on a Fixed Price deal
  • consider the impact of different price structures (e.g. 'Cash and Debt Free', 'Net Assets')
  • set the level for target working capital/net assets
  • consider the financial definitions (e.g. cash, debt and working capital) included in the transaction contract
  • review or draft accounting policies or review procedures for the preparation and agreement of completion accounts and/or earn out accounts
  • consider accounting based warranties, indemnities or vendor undertakings.

By working hand in hand with the diligence team, we are close to the numbers and financial dynamics of the business early in the process and so are ideally placed to pick up critical pricing issues at a time when they can be converted into real value.

We are the only Big Four firm to have experienced, dedicated SPA specialists embedded within its M&A Transaction Services offering.

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