The final purchase price is normally calculated with reference to completion accounts or locked box. We can reduce value leakage by working prior to the Share Purchase Agreement (SPA) being signed, identifying any issues or anomalies and resolving them prior to the preparation of the completion accounts themselves.
Areas we can assist with pre-SPA include:
- Review of accounting policies to identify any that are open to interpretation or differ from day to day application
- Analysis of working capital to determine the most appropriate Reference Working Capital calculation
- Create a proforma pricing schedule and completion statement and estimate the likely position at completion
During the completion process we can:
- Create a lead schedule file setting out net working capital, cash, debt, and excluded items, with an audit trail to the trial balance or further analysis
- Apply the accounting policies included in the SPA
- Compare and reconcile the balances to the management accounts and to information previously supplied to the acquirer
- Liaise with other advisers, e.g. tax, legal, lead adviser, etc.
- Identify variances between the final output and the initial pricing schedule and completion statement
- Link through workings into funds flow or other documentation
- Answer queries from the acquirer and their advisers, providing additional support where required