Manager Sale & Purchase Agreement - Transaction Services

PwC Nederland; Amsterdam; Hybrid; EUR 70,000 - 110,000; Full time

Benefits offered by this job

Annual bonus

Hybrid work model

32 vacation days

Well-being budget

Mobility allowance

Professional development

Job summary

PwC Nederland is seeking an experienced SPA advisory professional to support M&A purchase price mechanisms. You will identify value drivers, translate analysis into negotiation points, and anchor outcomes in the SPA clauses, from pre-signing to post-signing adjustments and disputes.

You will collaborate with diligence teams, banks, lawyers, and client teams to optimize value and mitigate risk, with a flexible hybrid work arrangement and ongoing professional development opportunities.

Qualifications

• Academic background in Accounting, Finance, Business Administration or Economics.
• At least 3 years of relevant experience, preferably in professional services.
• Experience in transactions and/or audit; strong Excel/Power BI skills.

Responsibilities

• Advise clients on the financial elements of the SPA and identify value drivers.
• Translate analysis into clear negotiation points and anchor outcomes in clauses.
• Assist with closing accounts, earn-outs, and leakage reviews post-signing.
• Collaborate with due diligence, investment banks, lawyers, and deal teams to mitigate risk.
• Provide coaching and build client relationships for ongoing opportunities.
• Develop and manage PwC Deals team relationships to identify new work.

Skills

Accounting & Finance

Financial analysis

Communication

Education

RA/RC/ACCA/CFA Level 3

Tools

Excel

Power BI

Job description

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:

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;

• 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.