Senior Consultant Sale & Purchase Agreement - Transaction Services

PwC Nederland; Amsterdam; Hybrid; EUR 90,000 - 130,000; Full time

Benefits offered by this job

Hybrid working

Net expense allowance

29 vacation days

Well-being budget

OpenUp platform

AI-tools exposure

Team activities

Diversity & Inclusion initiatives

Job summary

PwC Nederland is seeking a skilled SPA Advisory professional to advise clients on the financial elements of purchase agreements and to identify value drivers within the EV-to-equity bridge. You will translate analyses into negotiation points and help draft and implement SPA clauses.

You will join a team supporting pre- and post-signing activities, including completion accounts, leakage reviews, and earn-out calculations, with hybrid work options and client-facing responsibilities.

Qualifications

• Academic background in Accounting, Finance, Business Administration or (Business) Economics.
• At least 3 years of relevant experience, preferably in professional services.
• Experience in transactions and/or audit at an accounting firm, investment bank or boutique advisory.

Responsibilities

• Advising clients on the financial elements of the SPA.
• Identify and substantiate value drivers and anchor outcomes in clauses.
• Drafting and reviewing financial SPA clauses and related mechanisms, accounting policies and timelines.
• Provide post-deal support: prepare/review completion accounts, earn-out mechanisms and leakage reviews.
• Collaborate with clients and other deal advisers to surface opportunities and mitigate risk.

Skills

Analytical skills

Communication skills

Stakeholder management

Education

Accounting/Finance/Economics degree

RA/RC/ACCA/CFA Level 3

Tools

Excel

Power BI

Job description

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. 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 by the client throughout the process of negotiating, drafting and implementing the SPA clauses based on which the final purchase price is agreed. On a daily basis, together with the rest of the team, you will be involved in:

• Performing targeted financial analyses to identify, quantify and substantiate value items in the EV‑to‑equity bridge;
• Reading and understanding existing transaction materials (e.g. due diligence reports, information memoranda) to effectively leverage them in your analyses and advice;
• Contributing to the drafting and review of the financial SPA clauses (mechanisms, definitions, accounting policies, steps and timelines), embedding relevant due diligence observations, and ensuring appropriate additional protection for the client through warranties and indemnities;
• Providing post‑deal support: prepare/review completion accounts, earn‑out mechanisms and leakage reviews, and support disputes on purchase price adjustments;
• Partnering closely with clients and collaborating with their other deal advisers, to surface opportunities, optimise value and mitigate risk.

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 have;

• 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;
• 29 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 D&I, 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.