Share Purchase Agreement (SPA)

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.