Buying or selling a business – completion accounts

Kirsti Pinnell, Partner

Introduction

In any share sale or purchase, the purchase price is a crucial element that must satisfy both the buyer and the seller, ensuring both parties are “happy” (or at least equally dissatisfied) with the agreed amount. In today’s uncertain economic climate, buyers are increasingly cautious and often seek mechanisms to protect themselves from overpaying. This often includes structuring deals with completion accounts, deferred consideration, or earn-outs that tie part of the purchase price to the future performance of the business. What are completion accounts?

Completion accounts are financial statements prepared after the completion of a sale to confirm whether the target company’s financial position aligns with the expectations set during the deal negotiations. They serve as a critical tool for verifying assumptions and validating the agreed purchase price, protecting the buyer against unforeseen liabilities or discrepancies.

Adjustments from completion accounts typically hinge on:

Net Asset Value at Completion: The purchase price is adjusted if the net asset value at completion, as reflected in the completion accounts, differs from an agreed benchmark.

Cash-Free/Debt-Free, Normalized Working Capital: Adjustments are made to account for surplus cash, outstanding debt, and any deviations from normalized working capital levels, ensuring that the financial state of the company at completion meets pre-agreed standards. Key features and considerations of completion accounts:

1. Finalising the purchase price: establishes the price by reference to the financial position of the target as at the date of completion by carrying out a post completion accounting exercise, with further payments then being required by either the buyer or sellers to reflect the determined price if too little or too much was initially paid at completion.
2. Determine payment on completion: both parties aim for the amount paid at completion to closely reflect the final price. Sellers want immediate access to funds, while buyers are wary of overpaying upfront. To bridge this gap, accountants often set a provisional amount with protective headroom for both sides, and additional payments or retentions may be arranged as security.
3. Warranties and indemnities: a critical aspect is aligning the completion accounts with the warranties and indemnities in the share purchase agreement to prevent double accounting or double recovery. Typically, agreements stipulate that sellers aren’t liable for issues already accounted for in the completion accounts.
4. Process and procedures: the share purchase agreement outlines the detailed process for preparing, reviewing, and finalizing the completion accounts, including timelines, responsible parties, and procedures for resolving disputes. A clear, precise agreement minimizes the potential for costly disagreements.
5. Role of Accountants: accountants play a pivotal role in drafting and negotiating completion account provisions, particularly concerning specific accounting policies that must be adhered to. Their involvement ensures that the completion accounts accurately reflect the financial realities at the time of completion.

Why completion accounts matter

Completion accounts safeguard the deal for both buyer and seller, ensuring that the final price reflects the true value of the business at completion. For buyers, they provide reassurance by allowing verification of the financial position post-completion, thereby accelerating the overall deal timeline.

Further guidance

Navigating the complexities of completion accounts requires expert legal and financial advice. Our corporate team is here to guide you through every stage of a company or business sale, ensuring that the pricing mechanics are handled smoothly. Contact us at 0161 832 3434 for professional support tailored to your needs.