Looking for stock purchase agreement

Member resources:

Frequent asked questions:

What is Searchfunder.com?

Searchfunder.com is an online community of searchers, investors, lenders, brokers and other professionals. Over 80% of those involved in searchfunds maintain a Searchfunder account to help them network, hire, and mentor others.

What are the benefits of membership?

In addition to accessing the most active online network of business buyers, Searchfunder licenses research that is simply not cost effective for individuals. Access over 15,000 industry reports and 50,000 transaction financials. You also get monthly credits for contact information for your company sourcing campaign with the option to purchase more at drastically discounted rates. Searchfunder has pre-purchased access from these data providers in order to empower individual buyers and to help searchers level the playing field versus private equity.

Do you have deals?

While we are primarily a buy-side network, we do have hundreds of brokers that regularly post deals to the community.

Can I find an internship on Searchfunder?

Absolutely! We have the industry's largest intern job board. If you are considering a search, the first step is to help another business buyer so you can hit the ground running.

What does it cost?

Searchfunder is a subscription service. We offer flexible monthly, annual and lifetime memberships.

Monthly

$79 / month

Annual

$19 / month

Lifetime

$432 / once

Those who maintain an account with us for over 4 continuous years are permanently added to the community without the need for a membership.

Do I need an MBA to join?

While a large number of our members come from dedicated programs at Harvard Business School, Stanford GSB, Chicago Booth, and other top programs, searching is no longer reserved for the elite. With the current abundance of dry powder in private equity, and an increasing number of business owners reaching retirement age, good deals rarely go unfunded.

Post a question, deal, job, etc...

Make a post...

Complete registration to post.

by an intermediary
in Nashville, TN, USA

3yrs ago

Looking for stock purchase agreement

Hi Searchfunder community,

Does anyone have a stock purchase agreement template they'd be willing to share? Or know of a source where I can acquire one? I am happy to trade a version I have, which is thorough by lengthy.

Thanks in advance!

1 Like

282 Views

reply by an intermediary 3yrs ago
in Nashville, TN, USA

Thanks, all. Here's some additional context - this is for a light industrial staffing acquisition with an $8 million enterprise value. Fairly simple business and transaction.

We are pursuing a stock purchase because there are hundreds of customer contracts and thousands of worker agreements that would be difficult to transfer if we executed an asset deal. We understand the additional risk that comes with a stock purchase and that an SPA is typically longer than an APA document.

Here is the table of contents we are using in case you see unnecessary, duplicative, or excessively long sections. For example, the IP section can be deleted since the target has no IP. Happy to share the the full document or sections as is helpful.

ARTICLE I DEFINITIONS 2

ARTICLE II PURCHASE AND SALE 9

Section 2.01 Purchase and Sale. 9

Section 2.02 Purchase Price. 9

Section 2.03 Transactions to be Effected at the Closing. 9

Section 2.03 Transactions to be Effected at the Closing. 12

Section 2.04 Purchase Price Adjustment. 13

Section 2.05 Closing. 16

Section 2.06 Withholding Tax. 16

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 18

Section 3.01 Organization and Authority of Seller. 18

Section 3.02 Organization, Authority and Qualification of the Company. 18

Section 3.03 Capitalization. 18

Section 3.04 No Subsidiaries. 19

Section 3.05 No Conflicts; Consents. 19

Section 3.06 Financial Statements. 20

Section 3.07 Undisclosed Liabilities. 20

Section 3.08 Absence of Certain Changes, Events and Conditions. 21

Section 3.09 Material Contracts. 23

Section 3.10 Title to Assets; Real Property. 24

Section 3.11 Condition [And Sufficiency] of Assets. 25

Section 3.12 Intellectual Property. 25

SectionredactedAccounts Receivable. 27

SectionredactedCustomers and Suppliers. 27

Section 3.16 Insurance. 28

Section 3.17 Legal Proceedings; Governmental Orders. 28

Section 3.18 Compliance With Laws; Permits. 29

Section 3.19 Environmental Matters. 29

Section 3.20 Employee Benefit Matters. 31

Section 3.21 Employment Matters. 34

Section 3.22 Taxes. 35

Section 3.23 Books and Records. 37

Section 3.24 Brokers. 37

SectionredactedFull Disclosure. 37

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 37

Section 4.01 Organization and Authority of Buyer. 37

Section 4.02 No Conflicts; Consents. 38

Section 4.03 Investment Purpose. 38

Section 4.04 Brokers. 38

Section 4.05 Sufficiency of Funds. 39

Section 4.06 Legal Proceedings. 39

ARTICLE V COVENANTS 39

Section 5.01 Conduct of Business Prior to the Closing. 39

Section 5.02 Access to Information. 40

Section 5.03 No Solicitation of Other Bids. 40

Section 5.04 Notice of Certain Events. 40

Section 5.05 Resignations. 41 Section 5.06 Confidentiality. 41

Section 5.07 Non-competition; Non-solicitation 42

Section 5.08 Governmental Approvals and Consents 43

Section 5.09 Books and Records. 44

Section 5.10 Closing Conditions 45

Section 5.11 Public Announcements. 45

Section 5.12 Further Assurances. 45

ARTICLE VI TAX MATTERS 45

Section 6.01 Tax Covenants. 45

Section 6.02 Termination of Existing Tax Sharing Agreements. 46

Section 6.03 Tax Indemnification. 46

Section 6.04 Straddle Period. 47

Section 6.06 Contests. 47

Section 6.07 Cooperation and Exchange of Information. 47

Section 6.08 Tax Treatment of Indemnification Payments. 48

Section 6.09 Survival. 48

Section 6.10 Overlap. 48

ARTICLE VII CONDITIONS TO CLOSING 48

Section 7.01 Conditions to Obligations of All Parties. 48

Section 7.02 Conditions to Obligations of Buyer. 49

Section 7.03 Conditions to Obligations of Seller. 50

ARTICLE VIII INDEMNIFICATION 51 Section 8.01 Survival. 51

Section 8.02 Indemnification By Seller. 52

Section 8.03 Indemnification By Buyer. 53

Section 8.04 Certain Limitations. 53

Section 8.05 Indemnification Procedures. 54

Section 8.06 Payments. 56

Section 8.07 Tax Treatment of Indemnification Payments. 57

Section 8.08 Effect of Investigation. 57

Section 8.09 Exclusive Remedies. 57

ARTICLE IX TERMINATION 58

Section 9.01 Termination. 58

Section 9.02 Effect of Termination. 58

ARTICLE X MISCELLANEOUS 59

SectionredactedExpenses. 59

SectionredactedNotices. 59

SectionredactedInterpretation. 60

SectionredactedHeadings. 60

SectionredactedSeverability. 60

SectionredactedEntire Agreement. 60

SectionredactedSuccessors and Assigns. 61

SectionredactedNo Third-party Beneficiaries. 61

SectionredactedAmendment and Modification; Waiver. 61

SectionredactedGoverning Law; Submission to Jurisdiction; Waiver of Jury Trial. 61

SectionredactedSpecific Performance. 62

SectionredactedCounterparts. 62

reply by a professional 3yrs ago
from The Johns Hopkins University in Basking Ridge, NJ 07920, USA

Warren -- Congrats on the impending transaction! I agree with the above comments which echo that an SPA needs to take on the flavor and risks of each particular transaction.

The TOC that you pasted is quite lengthy and, on balance, I am sure that a number of the 62 pages could be thinned out. By way of example, a "short-form" SPA that I am negotiating right now is just under 20 pages. That said, it is not so much the length but the client's understanding of the benefits/risks of inclusion or exclusion of articles or clauses. This is where competent deal counsel can be a time and deal saver.

While engaging with counsel now may short circuit this process, I agree with reviewing templates for private, closely-held transactions so that you can decide what to delete. By way of example, I can tell from the TOC that the indemnification and tax matters section can likely be thinned and/or consolidated.

Happy to discuss as needed, but best of luck.