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.

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