deal-structures
In M&A rooms, “the SPA” is the definitive share deal. People say SPA the way they say “the contract”: signing the SPA is a milestone; closing may still be weeks away.
“SPA in mark-up.” “We signed the SPA last night.” “SPA conditions include W&I and the customer waiver.” In that dialect, SPA is not a category of contract — it is this contract, the share deal that will move the equity. The long-form explanation of clauses is on Share Purchase Agreement.
IBA model share purchase materials and market practice in Europe treat the SPA as the centre of gravity for private M&A. U.S. middle-market deals often say “purchase agreement” with a stock purchase agreement inside.
Practitioners still collapse the two. Signing the SPA creates obligations. Closing transfers the shares when conditions precedent are met — merger control, financing, third-party consents. A split signing/closing is normal on anything with regulatory wait.
If someone says “we’re on an SPA,” they mean a share deal. If they say “we flipped to an APA,” they mean the deal became an asset purchase because of tax, liability or consent reasons. The APA page is the asset-side shorthand.
A PE buyer’s IC memo: “SPA signing targeted 15 October; closing 30 November subject to FDI filing. Leakage covenant from locked-box date 30 June.” The SPA is the document that will contain all of those mechanics. The memo is already speaking SPA.
Calling the LOI an SPA in a press conversation. Assuming a signed SPA means the cash has moved. Using “SPA” for a venture investment agreement that is actually a subscription agreement.
The nickname hides structure. Two SPAs can have opposite locked-box versus completion accounts philosophies.
SPA negotiation goes faster when diligence findings are already objects — net debt, WC peg, specific indemnities — not a 90-page PDF the lawyers must re-key. That is a structuring problem before it is a drafting problem.