The complexity of a transaction, and the length of time required to complete, usually causes uncertainty around price, even if agreement has been reached on value and how price is defined.

We combine an experienced financial team with tax advisers and lawyers, to support the SPA negotiation process. We also take a balanced view that considers the characteristics and preferences of both buyer and seller. We don’t adopt an aggressive attitude that is common among larger firms, and that can put the transaction at risk or create negative feelings that hinder post-transaction collaboration.

Our Sale and Purchase Agreement advisory considers various price adjustment clauses:

Net debt, working capital and capital expenditure price adjustment clauses

Locked-box mechanisms to avoid complicated and potentially-divisive price negotiations

Earn-out definitions and price payment plans