Sale & Purchase Agreement Advisory | Manager | Deals / TS

PwC Australia; Melbourne; On-site; AUD 160,000 - 230,000; Full time

Benefits offered by this job

Leadership development

Executive coaching

Parental leave up to 26 weeks

Flexible work

Job summary

PwC Australia’s Sale & Purchase Agreement Advisory team in Melbourne is seeking a Manager to join our specialist SPA team. You will apply accounting knowledge and sceptical judgment to high‑profile M&A deals, focusing on purchase price mechanisms, completion accounts and post‑completion adjustments.

As a Manager, you will work with multi-disciplinary teams, advise clients on deal terms, and contribute to dispute resolution and knowledge sharing across the SPA practice.

Qualifications

• Strong accounting knowledge including IFRS/AASB experience and professional qualifications.
• Ability to analyse complex transaction documents and explain financial implications clearly.
• Experience supporting deals in an advisory or transaction services environment.

Responsibilities

• Review and analyse sale and purchase agreements from an accounting and financial perspective.
• Advise clients on purchase price mechanisms, including completion accounts, locked box structures and earn-outs.
• Identify value drivers, balance sheet risks, net debt items, working capital adjustments and potential leakage.
• Collaborate with financial due diligence teams to reflect matters in SPA drafting or negotiation strategy.
• Support equity price negotiations and development of accounting-related SPA positions.
• Assist with preparation, review and resolution of completion accounts and post-completion adjustments.
• Support transaction-related disputes, including completion accounts and earn-out disputes.
• Prepare clear, concise and commercially focused client deliverables.
• Liaise with clients, legal advisers, investment banks and other stakeholders.
• Contribute to internal knowledge sharing and business development.

Skills

IFRS/AASB experience

CA/CPA or equivalent

Financial analysis

Excel skills

Attention to detail

Sceptical mindset

Stakeholder communication

Deals experience

Project management

Education

CA/CPA or equivalent

University degree in accounting or finance

Tools

Excel

Job description

PwC Australia’s Sale & Purchase Agreement Advisory team is looking for a Manager to join our specialist SPA team in Melbourne.

This opportunity is particularly suited to people who are interested in applying their accounting, financial analysis and sceptical mindset in a deals environment.

Our SPA team sits within the broader Deals practice and focuses on the accounting, financial and commercial mechanisms in transaction documents. We help clients protect and maximise value in M&A transactions by advising on purchase price mechanisms, completion accounts, locked box arrangements, earn-outs, net debt, working capital, leakage, and other value-related matters.

The team also supports clients on transaction-related disputes, including completion accounts disputes, earn-out disputes and other post-completion adjustment matters.

About The Team

PwC Australia operates a dedicated specialist SPA advisory team within Transaction Services. The team works closely with financial due diligence teams, legal advisers, investment banks, corporate clients, private equity clients and investment funds to help identify and address key value issues in transactions.

Our work involves advising on the accounting and financial aspects of sale and purchase agreements, including how enterprise value translates to equity value, how purchase price adjustments are defined, and how clients can avoid unintended value leakage.

We are involved across the transaction lifecycle, from pre-signing advice and SPA negotiation support through to post-completion adjustments and disputes.

About The Role

As a Manager in the SPA team, you will work as part of dedicated, agile project teams on high-profile and often time‑critical transactions.

You will use your accounting knowledge, analytical skills and commercial judgement to help clients understand the financial implications of transaction documents and negotiate accounting‑related deal terms.

You will support workstreams involving SPA advisory, completion mechanisms, completion accounts, locked box arrangements, earn-outs, net debt, working capital, leakage analysis and transaction‑related disputes.

Key Responsibilities

• Reviewing and analysing sale and purchase agreements from an accounting and financial perspective.
• Advising clients on purchase price mechanisms, including completion accounts, locked box structures and earn‑outs.
• Identifying key value drivers, balance sheet risks, net debt items, working capital adjustments and potential areas of value leakage.
• Working with financial due diligence teams to identify matters that should be reflected in SPA drafting or negotiation strategy.
• Supporting clients in equity price negotiations and in the development of accounting‑related SPA positions.
• Assisting with the preparation, review and resolution of completion accounts and other post‑completion adjustment matters.
• Supporting transaction‑related disputes, including completion accounts and earn‑out disputes.
• Preparing clear, concise and commercially focused client deliverables.
• Liaising with clients, legal advisers, investment banks, financial due diligence teams and other stakeholders.
• Contributing to internal knowledge sharing, business development and the growth of the SPA practice.

What The Role Will Give You

• Move into a Deals role while continuing to use your core accounting and analytical skills.
• Work on live M&A transactions and disputes where financial and accounting issues directly influence commercial outcomes.
• Gain exposure to senior client stakeholders, legal advisers, investment banks, deal teams, partners and directors.
• Develop deep expertise in transaction documents, purchase price mechanisms and post‑deal adjustment processes.
• Work in a collaborative, specialist team with strong Partner and Director access.
• Build a differentiated skillset at the intersection of accounting, deals, commercial negotiation and dispute resolution.

About You

• Strong accounting knowledge, ideally including IFRS / AASB experience.
• A CA, CPA or equivalent qualification, or progress toward one.
• Strong financial analysis and Excel skills.
• Excellent attention to detail and the ability to identify issues in complex financial information.
• A sceptical, inquisitive and logical mindset.
• Strong written communication skills and the ability to prepare clear client‑ready outputs.
• The confidence to work with stakeholders across different teams and levels.
• Strong organisational skills and the ability to manage competing deadlines.
• An interest in M&A, transactions, commercial negotiations and deal value.

Don't meet every requirement?

We encourage you to apply. We value all forms of experience that may be transferrable and relevant.

What You’ll Gain

• Leadership development programs and executive coaching designed to help you inspire teams and accelerate your career growth.
• A culture valuing diverse perspectives, empowering leaders to drive innovation and collaboration, learn more about our commitment to Inclusion and Diversity and First Nations Prosperity
• A world‑class parental leave policy offering up to 26 weeks of leave for caregivers, supporting your family and personal life.
• Flexibility means trusting you to choose when, where, and how you work, balancing what’s best for you, your team, and your clients to grow and thrive together.
• Being part of a community united by purpose, delivering impact that reaches clients, communities, and the future you’re shaping.

We know that perks are as important as your financial rewards. Explore all the benefits that PwC has to offer here.

Ready to grow here and go further? Join PwC Australia as a Transaction Services Manager/Associate Director and make an impact that goes beyond the expected.

We’re committed to treating all our job applicants fairly and with respect, irrespective of their actual or assumed background, disability, neurodivergence, or any other protected characteristic. We want you to have every opportunity to thrive in our selection process. In the application form, you can let us know what adjustments you require during our recruitment process and/or any workplace accommodations you anticipate needing to help you perform your role.

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