EY-Parthenon - Deals - Sales and Purchase Agreement (SPA) Advisory - Senior Associate

EY; Chicago (IL); On-site; USD 96,800 - 159,600; Full time

Benefits offered by this job

Medical coverage

Dental coverage

401(k) plan

Paid time off

Job summary

EY is seeking a deal-focused professional to join the SPA Advisory team, shaping value in M&A negotiations and SPAs. You will collaborate with deal teams, bankers and lawyers to optimize pricing mechanics, analyze financial adjustments and support closing activities.

The role emphasizes high-impact client interaction, rigorous analysis, and cross-border collaboration, in a hybrid environment. Ideal candidates bring a strong accounting/finance background, CPA preferred, and a proven ability to

Qualifications

• A bachelor's degree in Accounting or Finance and 2 years of related work experience; or a graduate degree and approximately 18 months of related work experience.
• Excellent analytical skills and the confidence to translate complex data into meaningful insights.
• The ability to prioritize effectively on projects and the skills to adapt quickly to new challenges and concepts.
• Solid negotiation and influencing skills, and the ability to develop long-lasting relationships both internally and externally.
• Strong skills in Excel, Word, and PowerPoint.
• Strong written and verbal communication skills.
• A team-oriented mindset.
• You must either reside in or be in a commutable distance to your office location for this position.
• The ability and willingness to travel and work in excess of standard hours when necessary.

Responsibilities

• Working with clients, bankers and legal advisers, transaction diligence teams and other SPA Advisory team members to manage and deliver advice around deal price adjustment mechanisms on M&A transactions.
• Analyze cash, debt and working capital adjustments; prepare pricing schedules; review financial aspects of SPAs.
• Assist client with preparation or review of closing accounts; perform leakage reviews on locked box transactions.
• Provide insightful, deal-relevant points of view and recommendations to the client.
• Support client negotiations with the counterparty on transactions.
• Draft detailed and compelling outputs for clients.
• Maintain Quality and Risk Management (QRM) to ensure work meets EY standards.
• Build relationships with external clients and internal peers to develop a project portfolio.

Skills

Negotiation

Attention to detail

Analytical thinking

Communication

Team collaboration

Project management

Client interaction

Education

Bachelor's degree in Accounting or Finance

CPA certification (preferred)

Tools

Excel

Word

PowerPoint

Job description

Location:Chicago, New York, Hoboken, Washington, McLean, Miami

At EY, we’re all in to shape your future with confidence.

We’ll help you succeed in a globally connected powerhouse of diverse teams and take your career wherever you want it to go. Join EY and help to build a better working world.

EY-Parthenon’s unique combination of transformative strategy, transactions and corporate finance delivers real-world value – solutions that work in practice, not just on paper. Benefiting from EY’s full spectrum of services, we’ve reimagined strategic consulting to work in a world of increasing complexity.

With deep functional and sector expertise, paired with innovative AI-powered technology and an investor mindset, we partner with CEOs, Boards, Private Equity and Governments every step of the way – enabling you to shape your future with confidence.

Negotiations around M&A pricing mechanisms and the sales and purchase agreements are becoming increasingly complex, and buyers and sellers can benefit significantly from professional support in these areas. EY-Parthenon's - Deals – Sales and Purchase Agreement (SPA) Advisory team provides expert support to clients together with their investment banks, lawyers, and deal teams on M&A pricing mechanisms and the accounting aspects of SPAs. The SPA Advisory team collaborates with diligence teams to provide seamless end-to-end deal support from initial diligence through signing to closing estimates and post-closing adjustments.

The opportunity

The role involves the identification and articulation of key value points related to deal closing mechanics to assist clients in their negotiations of M&A pricing and associated transaction documents. You will interact with deal teams and clients across all stages of the deal continuum including planning, negotiation, signing, closing, and post-closing. The role will enable you to:

• Develop a specialized skill set in a high value-add area for corporate and private equity clients.

• Gain experience on a wide range of transactions (on both the buy-side and the sell-side) in different sectors and markets.

• Improve analytical and negotiation techniques.

• Gain insight into key value levers for clients in negotiating key deal value points and SPAs.

• Advise and support negotiations with senior members of client and counterparty teams along with their advisors.

• Work closely with due diligence teams to identify and mitigate risk for clients.

• Work across borders with our global network of deal professionals.

• Develop a strong internal and external network.

Your key responsibilities

Working closely with clients, their bankers and legal advisers, transaction diligence teams and other SPA Advisory team members to manage and deliver advice around the deal price adjustment mechanisms on M&A transactions, including (i) analysis of cash, debt and working capital adjustments; (ii) preparation of pricing schedules; (iii) reviewing and commenting on the financial aspects of the SPA; (iv) assisting the client with their preparation or review of closing accounts; and (v) performing leakage reviews (on locked box transactions). Your key responsibilities will include:

• Working with your peers to provide insightful, deal-relevant points of view and recommendations to the client.

• Opportunity to work directly with Partners, Managing Directors, and Senior Directors to provide insightful, deal-relevant points of view and recommendations to the client.

• Supporting client negotiations with the counterparty on transactions.

• Drafting detailed and compelling outputs for clients.

• Taking ownership of Quality and Risk Management (QRM) to ensure client work is delivered consistently and in compliance with EY's quality standards.

• Building valued relationships with external clients and internal peers to develop a portfolio of projects by focusing on high-value opportunities.

• Communicating with partners and senior directors in a flat team structure.

Skills and attributes for success

• Confident interpersonal skills and a positive attitude.

• Comfortable working both independently and in a team.

• Eagerness to learn and an entrepreneurial mindset.

• Desire to develop strong internal and external networks.

• Strong communication skills.

• Analytical thinker with strong attention to detail.

• Ability to work to tight project deadlines.

• Ability to simultaneously handle diverse and pressing assignments and sensitive and adversarial situations.

To qualify for the role, you must have

• A bachelor's degree in Accounting or Finance and 2 years of related work experience; or a graduate degree and approximately 18 months of related work experience.

• Excellent analytical skills and the confidence to translate complex data into meaningful insights.

• The ability to prioritize effectively on projects and the skills to adapt quickly to new challenges and concepts.

• Solid negotiation and influencing skills, and the ability to develop long-lasting relationships both internally and externally.

• Strong skills in Excel, Word, and PowerPoint.

• Strong written and verbal communication skills.

• A team-oriented mindset.

• You must either reside in or be in a commutable distance to your office location for this position.

• The ability and willingness to travel and work in excess of standard hours when necessary. In certain circumstances, travel may be required beyond your work location based on client and project needs.

Ideally, you will have

• A proven record of excellence in a role directly supporting or giving familiarity with merger or acquisitions transactions.

• An active CPA certification or formal accounting training.

• Experience gained within another large professional services organization.

• Established networking skills in a relevant industry.

• Knowledge of how to leverage firm-approved AI tools in a business setting, including Microsoft Copilot.

What we look for

We are looking for an individual who is hands-on and rigorous in their working style and a highly motivated team player, capable of working in a fast-paced environment. Candidates must demonstrate an ability to communicate clearly to both clients and other advisors. For the right candidate, this opportunity will provide stimulation and challenge and the prospect of career development in a key specialism within the firm.

What we offer you

At EY, we’ll develop you with future-focused skills and equip you with world-class experiences. We’ll empower you in a flexible environment, and fuel you and your extraordinary talents in a diverse and inclusive culture of globally connected teams. Learn more .

• We offer a comprehensive compensation and benefits package where you’ll be rewarded based on your performance and recognized for the value you bring to the business. The base salary range for this job in all geographic locations in the US is $96,800 to $159,600. The base salary range for New York City Metro Area, Washington State and California (excluding Sacramento) is $116,000 to $181,400. Individual salaries within those ranges are determined through a wide variety of factors including but not limited to education, experience, knowledge, skills and geography. In addition, our Total Rewards package includes medical and dental coverage, pension and 401(k) plans, and a wide range of paid time off options.

• Join us in our team-led and leader-enabled hybrid model. Our expectation is for most people in external, client serving roles to work together in person 40-60% of the time over the course of an engagement, project or year.

• Under our flexible vacation policy, you’ll decide how much vacation time you need based on your own personal circumstances. You’ll also be granted time off for designated EY Paid Holidays, Winter/Summer breaks, Personal/Family Care, and other leaves of absence when needed to support your physical, financial, and emotional well-being.

EY accepts applications for this position on an on-going basis.

EY focuses on high-ethical standards and integrity among its employees and expects all candidates to demonstrate these qualities.

EY | Building a better working world

EY is building a better working world by creating new value for clients, people, society and the planet, while building trust in capital markets.

Enabled by data, AI and advanced technology, EY teams help clients shape the future with confidence and develop answers for the most pressing issues of today and tomorrow.

EY teams work across a full spectrum of services in assurance, consulting, tax, strategy and transactions. Fueled by sector insights, a globally connected, multi-disciplinary network and diverse ecosystem partners, EY teams can provide services in more than 150 countries and territories.

EY provides equal employment opportunities to applicants and employees without regard to race, color, religion, age, sex, sexual orientation, gender identity/expression, pregnancy, genetic information, national origin, protected veteran status, disability status, or any other legally protected basis, including arrest and conviction records, in accordance with applicable law.

EY is committed to providing reasonable accommodation to qualified individuals with disabilities including veterans with disabilities. If you have a disability and either need assistance applying online or need to request an accommodation during any part of the application process, please call 1-800-EY-HELP3, select Option 2 for candidate related inquiries, then select Option 1 for candidate queries and finally select Option 2 for candidates with an inquiry which will route you to EY’s Talent Shared Services Team (TSS) or email the TSS at [e-mail] .