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SPA assistance

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.

Who we are

As the first among the big four firms to offer a 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.

What we do

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.

How we can help

The SPA team assist clients in developing contractual solutions to accounting and commercial issues identified by the core M&A team and can help you if you are:

  • Proposing or reviewing a purchase price adjustment mechanism;
  • Dealing with a “locked box”;
  • Pondering the impact of “cash and debt free”, “target net assets” or “earnouts”;
  • Agreeing net asset or normal working capital targets;
  • Considering the financial definitions for inclusion in a transaction contract;
  • Reviewing completion accounts and determining appropriate accounting definitions as well as accounting aspects of warranties and indemnities;
  • Setting the accounting policies and definitions for the completion accounts;
  • Reviewing or drafting Accounting warranties and indemnities.

We can help to ensure the cash implications of due diligence are properly effected in the SPA, not ignored or misunderstood by other parties and their lawyers.

Contacts

  • Dmitriy Anufriev
    Partner, Corporate finance
  • Andriy Stepanov
    Partner, Consulting
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Deloitte is the brand under which tens of thousands of dedicated professionals in independent firms throughout the world collaborate to provide audit,consulting, financial advisory, risk management, and tax services to selected clients. 

The CIS is evolving rapidly and this dictates that we cannot be bound by traditional approaches. We are constantly tailoring our services to fit this unique market and to match the needs of our clients, often being called upon to develop new solutions to current issues. Our success can be measured in the response of the market, making us the fastest-growing professional services firm in the CIS.