United Kingdom

Contract Assistance and Sale Purchase Agreements 

Our Transaction Services professionals are able to conduct an independent review of the agreement as it progresses through its drafts.  Our early involvement is essential, and may enable us to suggest ways in which risk can be reduced and managed in the final contract.

 

We have significant experience in dealing with the consequences of imprecise or unintended drafting. We apply a forensic mindset to M&A situations and pay particular attention to detail while looking at the big picture.

What's on your mind?

  • Support in understanding accounting terminology or defining accounting concepts.
  • Understanding the negotiation process from beginning to the end, which can often become repetitive and over-complicated as more and more conditions and protections are built into them.
  • The completion accounts mechanism is inherently vulnerable to accounting manipulation and it is often difficult to negotiate an agreement or  retain the degree of detachment required to read critically and identify risks and discrepancies.

How we can help

Our teams can provide support with:

 

  • the structure of any price adjustment mechanism;
  • defining the accounting basis for any completion accounts;
  • the mechanics of the completion accounts process;
  • the form of any dispute resolution process;
  • the scope of accounting warranties and indemnities;
  • future plans for add-on acquisitions and divestitures;
  • locked box mechanisms;
  • assisting and supporting our clients’ positions across all areas above with analysis.

 

Why KPMG?

  • You can be assured that the accounting-related wording in sale and purchase agreements have been independently reviewed.
  • We can provide you with the confidence that specialists who have experience of disputes have checked, and where necessary, suggested drafting changes to the accounting-related areas in a sale and purchase agreement (SPA). You will be in the safe knowledge that any risk areas in completion accounts mechanisms and in the process for agreeing/determining them will have been brought to your attention.
  • Ensuring that you are kept up to date with market practice (e.g. re locked boxes, accounts warranties, etc), which evolves over time.
  • Analysis to assist negotiation positions and, where conducted, clearly linked into our due diligence work (Buy or Sell-side support).
  • If you’re a purchaser and there is a locked box mechanism,  you will have received the advice which aims to ensure that you are protected.
  • We can provide support in meetings with counterparties and/or their advisors.

Case Study

KPMG UK assisted a multinational client with the acquisition of a business that was to be carved out of multiple legal entities in multiple countries. The client needed to know what the business would look like post-deal, the likely working capital requirements in a standalone state, and how this compared to the actual assets being purchased.

 

What we did


We assisted the client to:

 

  • understand the structure and contents of the business being purchased; 
  • clarify the level of normalised working capital that would be required by the business in a standalone state;
  • ensure there were indemnities in respect of any liabilities which should not have been assumed;
  • consider some of the practical issues that needed to be addressed in order to achieve the intended final position; and 
  • ensure that this was all reflected in the SPA.
 

Contact

Marc SummerMarc Summers

Director

KPMG in the UK

 

0161 246 4079

Email Marc

 

Ivan Seery

Ivan Seery

Director

KPMG in the UK

 

020 7694 2539

Email Ivan