SPA & Closing Advisory
The financial mechanics inside the sale agreement — completion accounts, locked box, and the schedules that decide the final price.
Discuss a deal Engagement modelsWhere value leaks
A deal can be agreed at a headline price and settled at a materially different one. The difference usually sits in the completion mechanism drafted into the SPA.
- Completion accounts review. Testing the accounts prepared at closing against the agreed accounting policies.
- Locked box analysis. Reviewing the reference balance sheet and testing for leakage between the locked box date and completion.
- Definition support. Reviewing net debt, working capital and cash definitions before they are signed rather than after.
- Adjustment schedules. Building the calculation that supports your position, tied to source data.
Outputs you receive
- Commentary on the financial definitions in the draft SPA, flagging ambiguity before signature.
- Completion accounts or locked box review with a variance schedule against the agreed basis.
- Purchase price adjustment calculation with full supporting workings.
- A short memo setting out our position, the counterparty's, and where the gap actually is.
Frequently asked questions
Do you draft the SPA?
No — that is your legal adviser's role. We review and support the financial definitions and schedules inside it, and we work alongside your lawyers.
Completion accounts or locked box — which is better?
It depends on the quality of the target's monthly reporting and the gap between signing and completion. We will give you a view on which mechanism protects you in the specific deal.
Can you help after a dispute has arisen?
Yes. We prepare the supporting analysis and schedules for your position, including working alongside an expert determination process.
SPA in draft?
Send the completion mechanics section. We will flag what needs tightening.
Book a consult Get the data-request listOr email abhishek.bhandari@zionadvisor.com directly.