Purchase price
Jump to
Purchase price Start Comparison
Is a purchase price adjustment common?

Frequency/market practice: Fairly common.

What type of purchase price adjustment is common (e.g., debt-free, cash-free)?

Frequency/market practice: Cash-free/debt-free with a normal level of working capital (purchase price based on earnings before interest, taxes, depreciation, and amortization (EBITDA) multiple (or other multiplier)) is fairly common, as well as locked box structures. NAV is rarely seen, though this type of adjustment may be particularly relevant in certain cases (e.g., in businesses where there is regular movement in fixed assets).

Is there a collar on the purchase price adjustment?

Frequency/market practice: Rarely.

Who usually prepares the closing balance sheet (where applicable)?

Frequency/market practice: This is usually prepared by the buyer, although, depending on the particular circumstances of each case, it is not uncommon for the seller to prepare the closing balance sheet.

Is the balance sheet audited (where applicable)?

Frequency/market practice: Not necessarily, although common in medium-sized and large deals.

Is an earn-out common?

Frequency/market practice: These are used particularly in industries where sellers continue to be involved (e.g., advertising).

Is a deposit common?

Frequency/market practice: Rarely.

Is an escrow common?

Frequency/market practice: Fairly common.

Is a break fee common?

Frequency/market practice: Rarely, although it may be used in certain cases depending on the circumstances of each particular deal.