From NDA to SPA: 10 Key documents that shape a deal

Bitesize briefing

Every transaction has visible milestones: the signatures and the announcement.

In a typical M&A process, there are essential documents and steps that ensure the parties are aligned and protected.

• Confidentiality protections that ensure parties are protected
• Early agreements to align pricing, transaction structure, and expectations
• Information sharing through request lists and secure data rooms
• Detailed diligence reports that assess value, risk and performance
• Legal protections and disclosures that make warranties transparent
• Post‑completion support agreements to ensure operations continue running smoothly
• A binding SPA to bring all negotiated terms together
• Completion mechanisms that reconcile the final price with the business reality

Introduction

When people picture deal close, a handshake and the sound of a ringing bell usually feature.

The unsung hero of deals is usually the paper trail that protects both sides of the deal and ultimately led to the finish line.

Below are ten key documents that feature in a typical transaction.

1. Non-disclosure agreement (NDA or confidentiality agreement)

This is often the first document signed. An NDA ensures that any confidential information exchanged between the parties is used only for the purpose of assessing the transaction. It places boundaries on who sees sensitive information, how information is stored, and what happens when the deal discussion ends. Only individuals with a genuine need to know are permitted access, and they too become bound by the same duties of confidentiality.

The agreement prevents either party from using what they learn for personal advantage or competitive gain. It also protects the seller by ensuring that internal financial data, customer information and strategic plans do not circulate outside the transaction.

For both sides (including advisors), the NDA creates a space where information can be shared freely and honestly, without fear of misuse.

2. Information Memorandum

Once the NDA is signed, the next step is usually the Information Memorandum.

The IM provides a structured story of the business and its value, giving prospective buyers the information required to submit a non‑binding offer.

Typically prepared by management or advisors, the IM includes information on the:

• History and position of the business
• Products and service offerings
• Management team and organisational structure
• Historical financial performance and KPIs
• Future plans and growth opportunities
• The motivation behind the sale

3. Heads of Terms (or Letter of Intent)

Once a buyer has reviewed the Information Memorandum and expressed interest, the next document that shapes the transaction is the Heads of Terms, sometimes called a Letter of Intent (LOI).

Although usually non‑binding, the Heads of Terms includes the major elements of the proposed transaction such as the purchase price, payment structure, deal timeline, and exclusivity period.

In practice, the Heads of Terms helps to reduce friction, preventing unnecessary back‑and‑forth and ensuring that time and advisor costs are not wasted on misunderstandings that should have been resolved at the beginning.

4. Information Request List

Before due diligence begins, the buyer and its advisors issue an Information Request List (IRL). This is essentially a checklist of information needed to understand the business and to assess the transaction in detail.

5. Virtual Data Room (VDR) documents

Gone are the days of physical files in conference rooms. Today, many deals use secure, cloud-based repositories to share sensitive information, which would have been requested in the IRL.

Typical documents include management accounts, key customer and supplier contracts, trial balances, statutory filings, payroll information, tax returns, and intellectual property records.

The VDR provides the buyers with information to accurately assess value and risk.

6. Due diligence reports

Once the VDR is populated, the buyer’s advisors begin analysis and prepare due diligence reports.

Depending on the deal, this may include:

• Financial due diligence (FDD): review of the quality of earnings, revenue drivers, revenue and margin analysis, working capital requirements, and debt-like items
• Tax due diligence identifying tax exposures, compliance issues and future risks
• Legal due diligence including review of contracts, liabilities, corporate structure and compliance
• IT and cybersecurity due diligence

The due diligence reports answer the main question: what is the business worth, and on what terms should the sellers buy it?

7. Disclosure letter

The disclosure letter is the seller’s moment of transparency – it contains a formal record of all matters that have been disclosed to the buyer before signing the SPA.

It lists the documents already shared or publicly available and specific disclosures linked to individual warranties. This letter protects the seller from future claims and ensures the buyer enters the agreement with full visibility of known issues.

8. Transition Services Agreement (TSA)/employee agreements

The TSA sets out the operational support the seller must provide after completion (such as IT systems, finance functions, or HR). This usually covers 6–12 months after transaction close and ensures that the business continues to operate smoothly while the buyer integrates the acquired unit. TSAs are especially important when a carved‑out division or subsidiary cannot yet operate independently from group shared services.

An employee agreement secures key staff, especially where no adequate contract existed, helping retain essential talent post‑completion.

9. Share Purchase Agreement (SPA)

 At the heart of every transaction close is the SPA.

The SPA finalises the transaction, setting out the parties involved, the final purchase price, payment terms, pricing mechanism, conditions to completion, and representations and warranties given by the seller. This ensures that the transaction can complete on clear, enforceable terms.

10. Completion accounts

After the deal officially closes, both sides want to know what the business position was truly worth on the day it changed hands. This information comes through the completion accounts.

The completion accounts show the financial snapshot as at closing, including the company’s actual cash, debt and working capital position. Under a completion accounts mechanism, the final purchase price is adjusted after completion to reflect these real numbers. This alignment protects both parties and anchors the deal in genuine economic reality.

How Crowe can help

At Crowe, our Corporate Finance team supports business owners through every stage of the transaction journey, from early preparation to final completion.

If you are thinking of selling, considering a purchase, or working through due diligence, our team brings clarity, structure and specialist insight to what can be a complex and time‑sensitive process.

With decades of experience advising Irish and international clients, we understand what drives a successful transaction.

To discuss how we can support your transaction, contact our Corporate Finance team today.