Share Purchase Agreement: single company completion accounts & earnout

When do I use this document?

• • for the sale and purchase of a company which is not part of a corporate group
  • for the sale of a company by a single seller
  • for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
  • for payment of initial consideration in cash at completion
  • when there is a post-completion adjustment to the consideration based on the net current assets of the target company at completion

• for a transaction with additional consideration on an earnout basis, based on the EBITDA of the target company for a defined period following completion

What are the key features?

• full-form SPA with 22 clauses and 7 schedules over 43 pages
• process for the sale and purchase of shares and completion deliverables
• post-completion adjustment to the purchase price, based on the net current assets of the company and determined by completion accounts
• additional consideration on an earnout basis, depending on the EBITDA of the company for a defined earnout period and with protections for the benefit of the seller relating to the conduct of the business during the earnout period
• warranties from the seller relating to the target company
• seller limitations from liability under the warranties
• provision for indemnities for specific issues
• restrictive covenants from the seller
• tax covenant for pre-completion tax liabilities

What other documents are there?

For alternative forms of SPA for a standalone company, see:

• Share Purchase Agreement – single company
• Share Purchase Agreement single company, conditional
• Share Purchase Agreement single company, completion accounts
• Share Purchase Agreement single company, multiple sellers