Sale and purchase agreement (SPA)

Sometimes through design, but more often through unintended ambiguity, the original deal agreed between buyer and seller may not be properly translated into the financial provisions of the Sale and Purchase Agreement (SPA). This can potentially put a deal at risk or can result in significant value loss, including the cost and distraction of resolving issues post deal. 

RSM’s SPA advisory team can help you to avoid such problems, whether you are a buyer or a seller, and either before or after a deal. Our approach can also help avoid the escalation of disputes, and provide support where such a dispute has occurred.

We have an experienced SPA advisory team, bringing together the skills of financial due diligence, tax advisory, forensic accounting and disputes specialists together with a practical and pragmatic approach, to protect your position as best we can.

We can support you at whatever point you are in the deal process:

  • Offer letter and pre SPA negotiation - advising at an early stage on the fundamentals of the deal, on the most appropriate pricing mechanism, providing you with clarity on the issues at stake, and the reasoned arguments to maximise your position.
  • SPA negotiation and review - advising in negotiations on the accounting aspects of the SPA, including how best to determine ‘free cash’, debt and ‘debt like’ items, and ‘normal’ working capital levels, figures that can directly impact the consideration to be paid.
    We can also assist you and your legal advisers in drafting locked box, completion accounts, and earn out mechanisms in the SPA, as well as advising on appropriate financial and tax warranties and indemnities. 
  • Post-deal support and dispute resolution - such as the review of the preparation of completion or earn out accounts, and acting for you in disputes relating to these accounts, or on breach of warranty matters.

Our team has worked on hundreds of transactions, and is able to draw on this experience and wide range of skills to provide you with expert advice, protecting your position and overcoming obstacles in the deal process. 

For more information about these services, please contact Andrew Conti.