Flexibility in Structure: Asset purchases offer more flexibility in structuring the transaction and financing. A buyer can negotiate and structure the deal based on the specific assets being acquired, so they can structure the transaction to better align with their financial capabilities.
Disadvantages of Asset Sale The seller is subject to a double layer of taxation. Transferring assets may be more complicated. Agreements tied to certain assets may need to be renegotiated.
First and foremost, it is typically the buyer's responsibility — not yours as the seller — to draft the Definitive Agreement. This will not begin until both the buyer and the seller sign a Letter of Intent indicating their intention to buy/sell the business.
The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures.