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Pricing advisory: Ensure a successful sale and purchase agreement

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Our Pricing Advisory team will work with you and your legal advisers in selecting the appropriate pricing mechanism for your transaction and then ensuring that the financial aspects of the transaction are accurately recorded in your Sale & Purchase Agreement (SPA). We have deep experience advising on sale & purchase agreements having led the financial SPA advice on over 300 transactions. We understand the current market trends and what private equity and corporate sellers and bidders will expect from a successful sale process.

Depending on which pricing mechanism is selected (“Locked Box” or “Completion Accounts”), the diligence and documentation required is fundamentally different. Our Pricing Advisory team will work collaboratively with your deal team and legal advisors to ensure that:

  • You fully understand the implications of the selected pricing mechanism and can tailor your diligence or documentation to address any potential areas of risk.
  • You understand current market trends on how certain value items are being treated by sellers and buyers and provide you with practical support in your pricing negotiations.
  • When using Completion Accounts, that your accounting policies are drafted clearly to reflect the results of your diligence and with a view to minimizing disputes.
  • When using a Locked Box mechanism, the proposed transaction perimeter represents an appropriate level of working capital and that the terms in the SPA in fact stay as close to this level as possible.