Sale and Purchase Agreement Review


Sale and Purchase Agreement

A “Locked Box” mechanism

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 on over 150 transactions a year 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. We typically gain or save 5% or more 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;
  • A “Locked Box” mechanism;
  • Agreeing net asset or normal working capital targets;
  • Accounting policies and definitions for the completion accounts; and
  • Accounting warranties and indemnities