SPA Accounting Reviews to Seal the Deal
SPA accounting reviews to seal the deal
This service is designed for buyers and sellers navigating the sale and purchase agreement (SPA) phase of a private company transaction. Protecting value for buyers and sellers through precise SPA language and independent accounting review.
How OAG helps
SPA language review
Identify accounting gaps in draft agreements before signing, when they are still addressable.
Working capital peg analysis
Validate that the agreed target reflects a normalized baseline, not a figure that unfairly benefits one party.
Closing statement review
Line by line review of post-close accounts against SPA definitions, with discrepancies quantified.
Dispute support
Preparation of written positions and expert submissions for unresolved post-close disputes.
Who is this for?
1
Strategic acquirers: Buyers in the closing phase of a private company transaction who want to verify the seller's numbers and protect against post-close adjustments working against them.
2
Business owners and sellers: Owners preparing to exit who need SPA language that accurately reflects the deal they negotiated and limits unexpected post-close exposure.
3
Private equity sponsors: Firms operating on both sides of transactions who understand that working capital pegs, earnout definitions, and R&W provisions directly affect returns.
PREMIUM M&A STRATEGIES
from start to finish
- M&A accounting advisory
- SPA language and definition review
- Dispute preparation and expert support
- Dispute support
SPA accounting reviews to seal the deal
A sale and purchase agreement (SPA) is a legally binding contract that governs the terms of a business transaction, including the purchase price, payment terms, closing procedures, and the conditions each party must meet before the deal is finalized. It also includes provisions that protect both sides in the event of a dispute.
The SPA dictates how working capital, net debt, cash, earnouts, and representations and warranties are measured and settled after close.
More than 90% of private-target deals include post-closing adjustment mechanisms. Legal counsel alone is not equipped to catch every accounting consequence buried in those provisions. An independent accounting review changes that.
Ready to Get Started?
