
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.
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;
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;
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:
These are just a handful of our terms of employment. Find more information on our website.
Are you interested in this vacancy? Then let us know what motivates you and fill in your details. After we’ve received your application,
If you would like more detailed information about this position at PwC, don't hesitate to contact us! Recruiter Tess Uljee will be happy to help you!
Tess Uljee, Talent Acquisition Specialist – Experienced Hires, tess.uljee@pwc.com
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