Senior Consultant Sale & Purchase Agreement - Transaction Services

PwC Nederland; Amsterdam; Hybrid; EUR 65,000 - 95,000; Full time

Benefits offered by this job

Hybrid work model

Annual bonus

Growth opportunities

Well-being budget

Training via Growth Center

Job summary

PwC Nederland is seeking a qualified M&A SPA Advisory professional to support our clients through value negotiation, financial structuring and draft review of SPAs. You will analyse net working capital, net debt and determine appropriate mechanisms such as locked box or completion accounts, while leveraging due diligence observations.

You will work with clients and deal advisers to surface opportunities, optimize value and manage risk, with hybrid working arrangements and a strong development

Qualifications

• Academic background in Accounting, Finance, Business Administration or (Business) Economics, preferably completed or in 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.

Responsibilities

• Performing targeted financial analyses to identify, quantify and substantiate value items in the EV-to-equity bridge.
• Reading and understanding existing transaction materials to effectively leverage them in analyses and advice.
• Contributing to the drafting and review of the financial SPA clauses, embedding due diligence observations, and ensuring 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.

Skills

Analytical skills

Excel

Power BI

Communication skills

Attention to detail

Education

Accounting/Finance/Business Administration or (Business) Economics

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. 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

• 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

• 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

• 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.