Manager Sale and Purchase Agreement

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 the 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.

• Advise and assist clients in the value negotiation of a transaction to ensure no money is left on the table, analysing net working capital and net debt to create and protect value.
• Advise on the purchase‑price mechanism best suited to the transaction (locked‑box or completion accounts).
• Read and comment on the underlying SPA as an accountant and financial specialist.
• Assist the client with the final purchase‑price determination process (completion accounts, leakage reviews, earn‑out calculations).
• Advise clients on the financial elements of the SPA, identify and substantiate value drivers, translate analyses into clear negotiation points, and anchor outcomes in the right clauses.
• Stand by the client throughout the process of negotiating, drafting and implementing the SPA clauses.
• Prepare and review financial analyses to support the client and other advisors in assessing the value impacts of different treatments of purchase‑price adjustments.
• Draft and negotiate key financial aspects of the SPA, ensuring negotiated outcomes are appropriately drafted and client protections (warranties, indemnities) are included.
• Develop, build and manage client relationships and identify business opportunities.
• Build relationships within PwC Deals project teams and work with clients, due‑diligence teams, investment banks, lawyers and other advisors to optimise value and mitigate risk.
• Provide guidance and supervision to junior team members.

• Studied Accounting, Finance, Business Administration or Business Economics; complemented by a completed RA, RC or CFA (level3) program.
• Minimum 5years professional experience, preferably in professional services.
• Experience in an M&A or audit environment (e.g., accounting firm, investment bank or boutique advisory) is preferred.
• Affinity with client service and commercial awareness.
• Strong knowledge of financial statements and the relationships across balances, cash‑flows and earnings.
• Excellent analytical and communication skills; ability to make complex issues clear quickly.
• Proficiency in Excel, PowerBI and advanced data analytics skills.

• A competitive salary based on experience and an annual bonus tied to results and personal development.
• A motivating work environment with collaboration, recognition and a global network.
• A wide range of tailored training via our AI‑based Growth Center, focused on professional growth and leadership development.
• Mobility options: an electric lease car or a mobility allowance for business travel costs, plus access to mobility providers via one app.
• 32 vacation days with the option to purchase additional days.
• A personal well‑being budget and access to the OpenUp well‑being platform.
• Work on challenging and meaningful client projects, use cutting‑edge technology such as AI‑tools, learn from the best and receive coaching.
• A fully equipped home office and a monthly net expense allowance for internet and other costs.
• YoungPwC: networking and knowledge exchange opportunities; participation in community projects such as D&I, art initiatives and Giving Back.
• Fun extras such as informal company and team activities.