Manager Sale & Purchase Agreement - Transaction Services
Job Description & Summary
Our Sale and Purchase Agreement (“SPA”) Advisory team provides specialised support in all financial aspects of M&A purchase price mechanisms and SPA work. Our clients seek our advice on identifying and negotiating the key value items in the EV-to-equity value bridge, as well as drafting the accounting and financial clauses of the SPA, reflecting their negotiated outcomes. We support clients in the process leading up to the signing of SPA, and thereafter, in the closing accounts, earn-out determination, or leakage review process leading up to the determination of the final purchase price for the transaction:
Pre-SPA signing:
We advise and assist our clients in the value negotiation of a transaction to ensure no money is left on the table. More specifically, we analyse net working capital and net debt in order to create and protect value for our clients. We advise our clients on the risks and options relating to which purchase price mechanism is best suited (typically either locked box or completion accounts) to their particular transaction. And we read and comment on the underlying SPA, as accountants and financial specialists (and not as lawyers).
Post-SPA signing:
We assist our client with the final purchase price determination process, be it via completion accounts, or leakage reviews and/or earn-out calculations.
This is what you'll do:
You advise clients on the financial elements of the SPA. You identify and substantiate value drivers, translate analysis into clear negotiation points, and anchor outcomes in the right clauses. Before and after signing, you stand alongside the client—from closing accounts and earn‑outs to leakage reviews and any disputes on purchase price adjustments. Furthermore, you;
Provide analytical support to our client and their advisor team to assess the value impacts of different treatments of purchase price adjustments and provide arguments to support our client in their negotiations;
Support successful transaction execution, including drafting and negotiating the key financial aspects of the sale and purchase agreement, in order to ensure the purchase price mechanism is appropriately drafted, due diligence observations and recommendations are included and our client is appropriately protected by the warranties and indemnities;
Post-transaction support to clients for the preparation or review of completion accounts, earn out mechanisms, and support on disputes on purchase price adjustments.
Trusted advisor: work closely with clients, due diligence teams, investment banks, lawyers and other deal advisors to optimize value and mitigate risk for clients;
Coaching, training and supervising team members both on the job and through more formal technical training;
Develop, build and manage client relationships to continue to deliver and identify business opportunities;
Build relationships within the PwC Deals project teams to identify and develop business opportunities.
You recognize yourself in this
You communicate clearly and convincingly, collaborate well with diverse stakeholders and set sharp priorities. You switch easily between numerical analyses and legal‑financial writing, making complex topics understandable for senior audiences. Furthermore, you have;
An academic background in Accounting, Finance, Business Administration or (Business) Economics, preferably completed or in the process of obtaining a RA/RC/ACCA/CFA (level 3) title;
At least 3 years of relevant experience, preferably in professional services;
Experience in transactions and/or audit (e.g. at an accounting firm, investment bank or boutique advisory);
Strong knowledge of how financial statements work and an understanding of the relationships across balances, cash-flows and earnings;
Excellent analytical and communication skills; you make complex issues clear quickly;
Proficiency in Excel, Power BI and more advanced data analytics skills.
What we offer
With us, you’ll have the chance to be yourself, perform your best in a high-performance organization, and grow within our global network. We offer you, among other things:
A competitive salary based on your experience, an annual bonus (depending on results and personal development), and the opportunity to grow;
A motivating work environment where collaboration with ambitious colleagues and recognition for your contributions are central;
A wide range of tailored training via our AI-based Growth Center, linked to skills and goals and focused on professional growth and leadership development;
Choose the mobility option that suits you best: an electric lease car or a mobility allowance for your business travel costs, plus access to various mobility providers via one convenient app;
32 vacation days and the option to purchase additional days;
At PwC, your well-being is our priority. That’s why we offer a personal well-being budget to help you grow in physical and mental health, as well as access to the well-being platform OpenUp;
You’ll work on challenging and meaningful client projects, use cutting-edge technology such as AI-tools, learn from the best, and receive support through coaching. Together, we work as an inclusive team to make a real impact;
You work at client locations and our office, with flexibility for hybrid working where possible;
A monthly net expense allowance for internet and other costs;
YoungPwC: You’ll have the chance to network and exchange knowledge. The experience and tips from colleagues will greatly benefit you as a young PwC professional and help you achieve your ambitions;
Possibility to participate in projects of communities such as I&D, art initiatives, Giving Back etc;
Fun extras such as various informal company and team activities.
These are just a handful of our terms of employment. Find more information on our website.
Getting started at PwC
Are you interested in this vacancy? Then let us know what motivates you and fill in your details. After we’ve received your application,
You’ll immediately receive confirmation in your inbox;
If your qualifications match the profile that we have in mind, then we’ll contact you within two weeks;
If everyone is enthusiastic, we’ll schedule an online assessment. Depending on the result, you'll receive an invitation for an initial interview. Click here for more information about the application process.
If you would like more detailed information about this position at PwC, don't hesitate to contact us! Recruiter Tess Uljee will be happy to help you!
Tess Uljee, Talent Acquisition Specialist – Experienced Hires, tess.uljee@pwc.com
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