Manager – Sale & Purchase Agreement (Transaction Services)

About the role

As a Manager in the Sale & Purchase Agreement (SPA) Advisory team, you will support PwC clients through the full lifecycle of M&A transactions, from pre‑signing negotiations to post‑signing price adjustments. You will work closely with deal teams, investment banks, lawyers and other advisors to protect and maximise client value.

Key responsibilities

• Advise clients on the financial elements of SPA negotiations, including value drivers, purchase price mechanisms (locked‑box, completion accounts) and related accounting clauses.
• Analyse net working capital, net debt and other financial metrics to create and protect value for clients.
• Support the final purchase price determination process, including completion accounts, earn‑out calculations and leakage reviews.
• Draft and negotiate financial provisions in SPA documents, ensuring alignment with due‑diligence findings and client protection through warranties and indemnities.
• Provide post‑transaction support for disputes on purchase‑price adjustments and related financial issues.
• Coach, train and supervise junior team members, both on‑the‑job and through formal technical training.
• Develop and manage client relationships to identify further business opportunities.

Required profile

• Strong understanding of M&A transaction structures and purchase‑price mechanisms.
• Excellent analytical and quantitative skills, with the ability to translate complex financial analysis into clear negotiation points.
• Experience working with cross‑functional deal teams, including lawyers, investment banks and due‑diligence specialists.
• Proven ability to manage multiple client engagements and deliver high‑quality advisory services.

Required skills

• Financial analysis and modelling.
• Knowledge of SPA drafting and negotiation.
• Understanding of net working capital, net debt, locked‑box and completion accounts.