Sales and purchase agreement assistance


  • Two major media companies were party to a joint venture in pay TV.
  • They planned to merge the joint venture with the market leader, which was owned by a third party. The valuation of the two companies was based, among other things, on a complex definition of net debt (which included certain contingent liabilities and off-balance sheet items).
  • The two media companies required accounting and financial assistance to quantify their joint venture’s net debt according to the definition specified in the sale and purchase agreement (SPA) and to analyse the net debt of the market leader.
  • In providing this assistance, we also needed to take into consideration the many specificities of the sector in question.

Our role

  • We created databases compiling the information required to determine net debt according to the contractually-agreed definition: accounts payable, long-term commitments, , guaranteed minimum, etc.
  • We analysed the specific features of certain transactions and commercial arrangements in order to assess whether they should be included in financial debt.
  • We prepared financial debt documentation to facilitate verifications by the other party.
  • We performed a critical analysis of the financial debt position presented by the other party.


  • The other party did not propose any major adjustments to the financial debt position we presented.
  • We prepared a timetable, a detailed report and relevant supporting documentation, which enabled our clients to take a pragmatic and direct approach to the negotiations on the restatements to be made in relation to financial debt.

Value added for our client

  • Our extensive experience and proven track record in the business sector in question, obtained over the course of many relevant assignments involving our advisory services.
  • Our ability to validate supporting documentation and present financial debt in a way that systematically demonstrated its relevance to the SPA, with a view to mitigating the risk of subsequent negotiations.
  • Our ability to identify restatements made by the other party in relation to financial debt by means of pragmatic, simple, tools subsequently used during negotiations by our clients.
  • Our day-to-day assistance with negotiations to explain the contractual and accounting reasons for the proposed restatements.