Contracts – The Sale and Purchase Agreement
Selling a Business August 10th, 2009As we have said although you might work on Heads of Terms with a couple of companies at some stage you are going to enter exclusivity with one and then proceed to agreeing the detail of the Sale and Purchase Agreement ( SPA ) with them.
The detail of the SPA is not something that we will go into here but you and your advisers ( M & A and Legal ) will be involved in these discussions with the prospective purchasers advisers.
Depending on the particular scenario it is probable that the draft SPA will need to be reviewed by key shareholders and investors in the purchasers company and also any funders that they may be using i.e. banks, venture capital funds or private equity funds.
Hence you can see why this process may take some time as everyone involved checks that they are protected and getting what they should be getting.
The purchaser and their advisers may be negotiating with you and your advisers on the one hand and with their banks, shareholders and investors on the other. They will be very busy ! Remember – patience is a virtue !
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This blog post is a part of a series of posts describing The Sales Process – you can access the other parts of the series from the links below:
- Making the decision
- Alternative Options to an exit by trade sale
- Getting ready to sell
- Timing
- Finding an M & A Adviser – The Beauty Parade !!
- Who/where are the buyers
- “The Teaser”
- Prioritising Interest
- The Sale Document – your greatest ever sales proposal
- Presentations
- Offers
- Negotiations and Heads of Terms
- Due Diligence
- Contracts
- Closing the deal
- Objective Parties
September 9th, 2009 at 8:24 pm
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September 11th, 2009 at 2:18 pm
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