Value drivers, deal breakers, equity value bridge, locked box, equity ticker, are all keywords in you daily vocabulary as a manager in the SPA advice team (part of Transaction Services / Deals) at PwC NL.

In Deals we solve the important problems that stand in the way of value being created, sustained, realised or protected for our clients – working together to support responsible recovery and growth. Our Deals practice is an exciting, fast-paced and increasingly sophisticated environment, as well as a consistently growing business that focuses on deals and crisis situations for our clients. Collectively, we assist our clients with navigating transaction processes, often the large, complex, cross-border ones that make the financial news headlines.

In the course of M&A transactions, our clients often have to make decisions against the backdrop of unrealistic deadlines, imperfect information, and the confluence of complex technical issues spanning a variety of specialist fields of knowledge such as: accounting, law, taxation, corporate finance, banking, operations, ESG, and strategy. We can provide valuable support, insight and analysis to our clients and other player involved in M&A transactions, with a focus on accounting and financial aspects.

What does the job involve

Our specialist Sale & Purchase Agreement (SPA) deal mechanics advisory team provides expert support to clients, partners, and deal teams in all financial aspects of SPA work. Our clients come to us to obtain our advice on the key value items in a transaction, including supporting them in their equity price negotiation as well as the drafting of the accounting and financial elements in the SPA. As the Sale & Purchase Agreement (SPA) advice team we support clients in the process leading up to the signing of SPA, but also thereafter, in the process leading up to the determination of the final Purchase Price for the transaction.

Pre-signing

We work with clients during the negotiation of the Purchase Price on their transactions (either buying or selling) and ensure that the parties’ commercially agreed terms are reflected in the financial aspects of the transaction documentation.

Our key focus is increasing and protecting deal value for our clients through the SPA negotiation process, working alongside our client’s other advisors (investment banks/M&A teams, lawyers, due diligence teams and other advisors) to ensure no money is left on the table.

With this goal in mind, we advise and assist our clients in the value negotiation of a transaction. More specifically, we analyse net working capital and net debt in order to create and protect value for our client. 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-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.

Due to continued growth of our business, we are looking for a Manager to join our SPA team in Amsterdam.

Your job responsibilities will include

Support clients throughout their transaction process:
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 optimise 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.

Skills and experience

You have studied Accounting, Finance, Business Administration or (Business) Economics at a university, supplemented by a completed RA, RC, ACCA (or similar) or CFA (level 3) program,
Minimal 5 years professional experience, preferably in professional services,
Experience in a transaction and/or audit environment (e.g. at an accounting firm, investment bank or boutique advisory) is preferred;
You are passionate about client service and have commercial awareness,
Strong knowledge of how financial statements work and an understanding of the relationships across balances and earnings;
Interest in understanding businesses and value drivers;
Agility to work with and move between numerical analysis and written documents (e.g. reports, contracts);
Strong analytical skills, an ability to grasp complex issues and explain them clearly, particularly to a more senior audience;
Excellent interpersonal, verbal and written communication skills;
Strong organisational and project management skills;
Excellent time management, being able to work with a number of different clients and internal stakeholders;
Proficiency in Excel. PowerBI and more advance data analytics skills are a plus.

What do we offer?

A job with PwC means working with a wide variety of clients and inspiring colleagues. It also comes with a competitive employee benefits package that gives you ample room to grow and work and live flexibly.

You will have an outstanding package of employee and fringe benefits, including company car, lease bike option, laptop, iPhone, 32 vacation days, and a generous personal wellbeing budget.
You will have access to many different training courses and programmes.
You will be part of an international advisory organisation.
You will play an important role in prestigious transaction projects.
Informal (online) get together activities like drinks, summer BBQ, winter party, ski-trip, sportive events and more!

Apply now!

Are you interested, do you recognize yourself in our purpose and values and do you fit in with the profile? Then upload your resume and motivation directly via the apply button. We will be in touch within two weeks to report on your application's progress.