M&A
Share Purchase Agreement (SPA)
Reviewed by iGaming Times editorial teamLast reviewed 24 September 2026
What is SPA?
The contract by which a buyer acquires the shares of a company rather than its individual assets. The definitive document in most private gambling acquisitions.
Key takeaways
- A share purchase agreement buys a company's shares rather than its assets, so licences, contracts and liabilities transfer with it.
- It carries warranties on regulatory, AML and tax compliance, and completion usually waits months for regulatory approvals.
- In Brazilian coverage SPA usually means the Secretaria de Prêmios e Apostas, the national gambling regulator, not a contract.
Why it matters
A share purchase agreement transfers a company whole, licences and liabilities included, which is precisely why it is the usual structure in gambling. An operator’s value sits in things that cannot easily be assigned: its licences, its regulatory standing, its player database, its payment relationships and its contracts with suppliers and sports bodies. Buying the shares keeps those intact. Buying the assets would mean re-licensing from scratch in every jurisdiction, which in this industry can take years.
The trade is that the buyer inherits everything, including whatever the seller did before completion. The agreement therefore carries warranties about the target’s regulatory compliance, anti-money laundering record and tax position, an indemnity regime for known problems, and often a portion of the price held back or deferred against them. Completion is usually conditional on regulatory approvals, so signing and closing are separate events months apart. Note that in the gambling press the abbreviation is ambiguous: SPA is also Brazil’s Secretaria de Prêmios e Apostas, the national gambling regulator, and in a Brazilian story the same three letters almost always mean the regulator rather than a contract.
The bottom line
Share purchases dominate gambling M&A because licences travel with the company. The cost is that everything else travels too.
Sources
- Secretaria de Prêmios e Apostas - Ministério da Fazenda (Government of Brazil)
SPA elsewhere on iGaming Times
In the news
Frequently asked questions
What is a share purchase agreement?
A share purchase agreement, or SPA, is the contract by which a buyer acquires the shares of a company rather than its individual assets. The company transfers whole, with its licences, contracts and liabilities intact. It is the definitive document in most private gambling acquisitions and sets out the price, warranties, indemnities and conditions for completion.
Why are gambling acquisitions usually share purchases?
An operator's value sits in things that cannot easily be assigned: its licences, regulatory standing, player database, payment relationships and supplier contracts. Buying the shares keeps them intact. Buying the assets would mean re-licensing in every jurisdiction, which in gambling can take years. The trade-off is that the buyer inherits whatever the seller did before completion.
What does SPA mean in Brazilian gambling news?
In Brazilian coverage SPA almost always refers to the Secretaria de Prêmios e Apostas, the secretariat within the Ministry of Finance that regulates betting and online gambling nationally, rather than to a share purchase agreement. Context settles it: a Brazilian story about licences, ordinances or enforcement is about the regulator, not a contract.