Cash free/debt free coupled with a normalized level of working capital is popular for Singapore and South-east Asia deals. Locked box adjustments are also increasingly common on deals where the price payable is based on a historic set of accounts pre-signing which are subject to a due diligence review by the buyer. NAV / EBITDA adjustment is rarely seen unless the target is a listed target.
Frequency/market practice: Rarely unless public companies are involved.
Frequency/market practice: The buyer usually has the responsibility of ensuring the target company prepares this, but the seller can also be responsible, especially where the seller stays on, e.g., in owner-managed companies with earn-out arrangements.
Frequency/market practice: Rarely; it is typically reviewed by the auditors but not fully audited.
Frequency/market practice: Fairly common in tech and industrials sectors and in private equity transactions when the sellers continue to manage the target company after closing. It is less common where the seller is completely exiting. Earn-outs are commonly capped. Recommend including worked examples or illustrations of the earn-out mechanics in the purchase agreements.
Frequency/market practice: Rarely except for sale of target companies holding real-property assets (where a 10% deposit is common)