Sale & Purchase Agreement

In any transaction, the sale and purchase agreement (SPA) records the outcome of commercial and pricing negotiations. Buyers and sellers are becoming increasingly sophisticated in how they derive the maximum value possible through the negotiation and execution of the SPA.

Our dedicated SPA team provides expert support at all stages of a transaction – from pre-deal work through to post-completion support. In the pre-deal phase, the team identifies and articulates opportunities for increasing value which the client can then use to their advantage in their SPA negotiations. In the post-deal phase, the team advises clients how they can protect or generate value through the execution of the SPA’s completion mechanism.

Taking advantage of our SPA expertise

Whatever your stage in the transaction cycle, we can provide expert advice to help you identify the best option for your situation.

For example: 

• You are contemplating the disposal of a business and wish to consider the relative merits of ‘locked box’ and other completion mechanisms
• You are making a disposal and wish to guard against price erosion by exploring options such as potential price adjustments and post-completion mechanisms
• You are making an acquisition and wish to ensure that potential ‘debt-like’ items and other financial risks have been identified and appropriately addressed within the SPA
• Your transaction includes completion accounts or other post-completion price adjustment (e.g. an earn-out) and you wish to position the adjustment statement to your advantage and to minimise the opposing party's potential to manipulate price.

Local and international SPA experience

Our SPA team provides practical, commercial advice to maximise value to clients in 80 SPAs every year on average in Australia, and over 300 SPAs each year globally. We operate across a range of industries and deal sizes, working closely with the core diligence team.

PwC is the primary firm in Australia with a specialist, dedicated team advising clients on the negotiation, drafting and execution of the financial aspects of SPAs. Our team is at the leading edge of current market developments in the constantly evolving SPA arena.

How we can help you

We can assist you and your advisers to derive optimum value from a sales and purchase agreement, including with respect to:

• the adjustments to be made between Enterprise Value and Equity Value and in formulating the arguments and counter-arguments required to justify your proposed approach
• determination of the appropriate financial benchmarks (or appropriate adjustments to price in the case of a 'locked box' mechanism) for the purposes of price negotiation and drafting the SPA
• analysis of the working capital requirements of the target business to determine the normalised working capital for the purposes of your negotiation of the SPA
• working with your financial due diligence team to mitigate risks identified during the due diligence phase
• negotiating the accounting aspects of the SPA, including aspects such as the pricing mechanism, relevant representations and warranties and any dispute resolution mechanisms related to the purchase price adjustment; and
• preparing, reviewing or disputing completion accounts or other financial adjustments.