Sale & Purchase Agreements and locked box deals

At the heart of every deal is a Sale & Purchase Agreement (SPA) that defines the terms of the transaction, the basis for deriving the final consideration and the price adjustment mechanism on which the seller and purchaser should both agree. Co-heads of Grant Thornton's SPA advisory team Patrick O'Brien and Nick Andrews explain how they are changing

However, with the consideration paid for the ‘equity value’ of a business often being substantially different from the "enterprise value" initially agreed, completion mechanisms can become complex and subjective.

To address the lack of guidance in this area, in October 2016 the ICAEW's Corporate Finance Faculty issued a Best Practice Guideline, Completion Mechanisms – determining the final equity value in transactions.

Grant Thornton's SPA Advisory team have also produced the first ever large-scale survey on market trends in SPAs, drawing on the views of more than 150 deal principals and advisers. 

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