Our Sale and Purchase Agreement (“SPA”) Advisory team provides specialised support in all financial aspects of M&A purchase price mechanisms. 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 preparation or review of closing accounts, earn-out determination, or leakage reviews needed to determine 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 to create and protect value for our clients. We advise our clients on which purchase price mechanism is best suited (typically either locked box or completion accounts) to their particular transaction. 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.
As an SPA Advisory Consultant at PwC, you will advise clients on the financial elements of the SPA. You will identify and substantiate value drivers, translate analyses into clear negotiation points, and anchor outcomes in the right clauses. Before and after signing, you will stand by the client throughout the process of negotiating, drafting and implementing the SPA clauses based on which the final purchase price is agreed.
You will have the opportunity to further grow your skills in multiple areas:
- Financial and Accounting Analysis: You will prepare and review financial analyses (typical for M&A transactions) to support the client and their other advisors in their assessment of the value impacts of different treatments of purchase price adjustments and to provide them arguments supporting their position in pre- and post-signing negotiations.
- Negotiation and Communication Skills (Oral and Written): You will be involved in drafting and negotiating the key financial aspects of the SPA, to ensure that negotiated outcomes regarding the purchase price (mechanism) are appropriately drafted, due diligence observations and recommendations are included, and the client is appropriately protected by warranties and indemnities.
- Building Relationships: Develop, build and manage client relationships to continue to deliver and identify business opportunities. Build relationships within the PwC Deals project teams, including identifying business opportunities. Work closely with clients, due diligence teams, investment banks, lawyers and other deal advisors to optimise value and mitigate risk for clients.
- Team Building and Coaching: Provide guidance and supervision to more junior team members both on the job and through more formal technical training.
Eligibility / Qualification Required:
- Ability to communicate clearly and convincingly, collaborate well with diverse stakeholders and set sharp priorities.
- Ability to switch easily between numerical analyses and legal‑financial writing, making complex topics understandable for senior audiences.
- Studied Accounting, Finance, Business Administration or (Business) Economics at a university, supplemented by a completed RA, RC or CFA (level 3) program.
- Minimal 5 years professional experience, preferably in professional services.
- Experience in an M&A or audit environment (e.g. at an accounting firm, investment bank or boutique advisory) is preferred.
- Affinity with client service and commercial awareness.
- 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.
How to Apply:
If you are interested in this vacancy, please let us know what motivates you and fill in your details through the PwC online application process. After your application is received, you will immediately receive confirmation in your inbox.
If your qualifications match the profile, PwC will contact you within two weeks. If positive, an online assessment will be scheduled, followed by an invitation for an initial interview depending on the result.
For more information about the application process, please refer to the PwC website.
For more detailed information about this position at PwC, you may contact Recruiter Tess Uljee via Tess.uljee@pwc.com.
View Official Posting & Apply