Derive optimum value at close
SPA accounting advisory
Finding a good deal is hard, but closing it on your terms could be more complex
With the due diligence process completed, you have a clear view of commercial levers, pricing considerations, and key risks. The Sales and Purchase Agreement (SPA) is where you lock in protection and price certainty.
You’ll need answers to these questions:
Purchase price
- Which closing mechanism is suitable—locked box or completion accounts?
- How do I define price adjustment items?
- How do I ensure all the key risks are reflected in the SPA?
- How can I be sure that my proposed adjustments won’t compromise the deal?
- How do I ensure transaction taxes reflect the commercial position and avoid unintended additional taxes?
Pre-closing safeguards
How do I ensure the business is properly run between signing and handover?
Which vendor-provided services are required pre-handover?
Accounting implications
How will SPA clauses impact my financials post-transaction?
How we can help
- Advise on the appropriate closing mechanism and determine the relevant adjustments, definitions, and safeguards to be included in the SPA to protect the business against value erosion
- Advise on the negotiations on the accounting aspects of the SPA, including pricing mechanism, relevant representations and warranties, tax clauses, and dispute-resolution mechanisms related to purchase price adjustments
- Advise on the accounting implications of the agreed mechanisms and safeguards implemented in your financial statements post-transaction
An illustration of how we assisted a client to secure its deal value:
Find out more in our brochure
Deriving optimum value from your deals
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