Manager Sale & Purchase Agreement Transaction Services

Our Sale and Purchase Agreement (SPA) Advisory team providesspecialisedsupport in all financial aspects of M&A purchase price mechanisms and SPA work. Our clients seek our advice onidentifyingand 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 andassistour clients in the value negotiation of a transaction to ensure no money is left on the table. More specifically weanalysenet working capital and net debtin order tocreate and protect value for our clients. We advise our clients on the risks and options relating to whichpurchaseprice 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-SPAsigning:

Weassistour client with the final purchase price determination process be it via completion accounts or leakage reviews and/or earn-out calculations.

This is whatyoulldo:

You advise clients on the financial elements of the SPA. Youidentifyand substantiate value drivers translate analysis into clear negotiation points and anchor outcomes in the right clauses. Before and after signing you stand alongside the clientfrom closing accounts and earnouts to leakage reviews and any disputes on purchase price adjustments. Furthermore you;

• 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 accountsearnout mechanisms and support on disputes on purchase price adjustments.

• Trusted advisor: work closely with clients due diligence teams investment bankslawyersand other deal advisors tooptimizevalue and mitigate risk for clients;

• Coachingtrainingand supervising team members both on the job and through more formal technical training;

• Developbuildand manage client relationships to continue to deliver andidentifybusiness opportunities;

• Build relationships within the PwC Deals project teams toidentifyand develop business opportunities.

You recognize yourself in this
You communicate clearly and convincingly collaborate well with diversestakeholdersand set sharp priorities. You switch easily between numerical analyses and legalfinancial writing making complex topics understandable for senior audiences. Furthermore you have;

• An academic background in Accounting Finance Business Administration or (Business) Economics preferably completed orin the process of obtaininga 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 investmentbankor boutique advisory);

• Strong knowledge of how financial statements work and an understanding of the relationships across balances cash-flowsand earnings;

• Excellent analytical and communication skills; you make complex issues clear quickly;

• Proficiencyin Excel PowerBIand more advanced data analytics skills.

What we offer

With usyoullhave 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:

• Acompetitivesalarybasedonyourexperienceanannualbonus (dependingonresultsandpersonal development)andtheopportunitytogrow;

• Amotivatingwork environmentwherecollaborationwithambitiouscolleaguesandrecognitionforyourcontributionsarecentral;

• Awiderange oftailoredtraining viaourAI-basedGrowthCenterlinkedtoskillsandgoalsandfocusedon professionalgrowthandleadershipdevelopment;

• Choosethemobilityoptionthatsuitsyoubest:anelectricleasecaror amobilityallowanceforyourbusinesstravelcosts plus accesstovariousmobilityproviders viaoneconvenientapp;

• 32vacationdaysandtheoptiontopurchaseadditionaldays;

• AtPwCyourwell-beingisourpriority.Thatswhywe offer a personal well-beingbudgettohelpyougrowinphysicalandmentalhealth as well as accesstothewell-beingplatformOpenUp;

• Youllwork onchallengingandmeaningfulclientprojectsusecutting-edgetechnologysuchas AI-toolslearnfromthebestandreceivesupportthroughcoaching.Together we work asaninclusiveteamtomake a real impact;

• Youwork at clientlocationsandourofficewithflexibilityforhybridworkingwherepossible;

• Amonthlynetexpenseallowanceforinternetandothercosts;

• YoungPwC:Youllhavethechancetonetworkandexchangeknowledge. The experienceandtipsfromcolleagueswillgreatlybenefityouas ayoungPwCprofessionalandhelpyouachieveyourambitions;

• Possibility toparticipatein projects of communities such as I&D art initiatives Giving Backetc;

• Fun extras such as various informalcompanyand team activities.

These are just a handful of our terms of employment. Find more information on ourwebsite.

Getting started at PwC

Are you interested in this vacancy Then let us know what motivates you and fill in your details. Afterwevereceived your application

• Youllimmediatelyreceive confirmation in your inbox;

• If your qualifications match the profile that we have in mind thenwellcontact you within two weeks;

• If everyone is enthusiasticwellschedule an online assessment. Depending on the resultyoullreceive an invitation foran initialinterview. Clickherefor more information about the application process.

If you would like more detailed information about this position at PwCdonthesitate to contact us! Recruiter Tess Uljee will be happy to help you!

Tess Uljee Talent Acquisition Specialist Experienced Hires

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