Sale & Purchase Agreement Advisory | Senior Associate/Manager | Deals / TS

Line of Service

Advisory

Industry/Sector

Not Applicable

Specialism

Financial Due Diligence

Management Level

Senior Associate

Job Description & Summary

Good questions often unlock better answers, and this role is for someone who brings a sceptical, inquisitive mindset to every deal they touch. As a Senior Consultant or Manager – Sale & Purchase Agreement Advisory at PwC, you’ll bring your strong accounting knowledge, financial analysis skills, and commercial judgement to advise on purchase price mechanisms, completion accounts, locked box arrangements and other value drivers in transaction documents, based in Melbourne / Naarm. You’ll work closely with corporate and private equity clients, legal advisers and deal teams across the transaction lifecycle, helping them protect and maximise value in M&A transactions and related disputes.

PwC Australia’s Sale & Purchase Agreement Advisory team is looking for a Senior Consultant or Manager to join our specialist SPA team in Melbourne.

This opportunity is particularly suited to people who are interested in applying their accounting, financial analysis and sceptical mindset in a deals environment.

Our SPA team sits within the broader Deals practice and focuses on the accounting, financial and commercial mechanisms in transaction documents. We help clients protect and maximise value in M&A transactions by advising on purchase price mechanisms, completion accounts, locked box arrangements, earn-outs, net debt, working capital, leakage, and other value-related matters.

The team also supports clients on transaction-related disputes, including completion accounts disputes, earn-out disputes and other post-completion adjustment matters.

About the team

PwC Australia operates a dedicated specialist SPA advisory team within Transaction Services. The team works closely with financial due diligence teams, legal advisers, investment banks, corporate clients, private equity clients and investment funds to help identify and address key value issues in transactions.

Our work involves advising on the accounting and financial aspects of sale and purchase agreements, including how enterprise value translates to equity value, how purchase price adjustments are defined, and how clients can avoid unintended value leakage.

We are involved across the transaction lifecycle, from pre-signing advice and SPA negotiation support through to post-completion adjustments and disputes.

About the role

As a Senior Consultant or Manager in the SPA team, you will work as part of dedicated, agile project teams on high-profile and often time-critical transactions.

You will use your accounting knowledge, analytical skills and commercial judgement to help clients understand the financial implications of transaction documents and negotiate accounting-related deal terms.

You will support workstreams involving SPA advisory, completion mechanisms, completion accounts, locked box arrangements, earn-outs, net debt, working capital, leakage analysis and transaction-related disputes.

Key responsibilities

You will be involved in:

• Reviewing and analysing sale and purchase agreements from an accounting and financial perspective.
• Advising clients on purchase price mechanisms, including completion accounts, locked box structures and earn-outs.
• Identifying key value drivers, balance sheet risks, net debt items, working capital adjustments and potential areas of value leakage.
• Working with financial due diligence teams to identify matters that should be reflected in SPA drafting or negotiation strategy.
• Supporting clients in equity price negotiations and in the development of accounting-related SPA positions.
• Assisting with the preparation, review and resolution of completion accounts and other post-completion adjustment matters.
• Supporting transaction-related disputes, including completion accounts and earn-out disputes.
• Preparing clear, concise and commercially focused client deliverables.
• Liaising with clients, legal advisers, investment banks, financial due diligence teams and other stakeholders.
• Contributing to internal knowledge sharing, business development and the growth of the SPA practice.

What the role will give you

This role will provide the opportunity to:

• Move into a Deals role while continuing to use your core accounting and analytical skills.
• Work on live M&A transactions and disputes where financial and accounting issues directly influence commercial outcomes.
• Gain exposure to senior client stakeholders, legal advisers, investment banks, deal teams, partners and directors.
• Develop deep expertise in transaction documents, purchase price mechanisms and post-deal adjustment processes.
• Work in a collaborative, specialist team with strong Partner and Director access.
• Build a differentiated skillset at the intersection of accounting, deals, commercial negotiation and dispute resolution.

About you

This role is likely to suit someone who has:

• Strong accounting knowledge, ideally including IFRS / AASB experience.
• A CA, CPA or equivalent qualification, or progress toward one.
• Strong financial analysis and Excel skills.
• Excellent attention to detail and the ability to identify issues in complex financial information.
• A sceptical, inquisitive and logical mindset.
• Strong written communication skills and the ability to prepare clear client-ready outputs.
• The confidence to work with stakeholders across different teams and levels.
• Strong organisational skills and the ability to manage competing deadlines.
• An interest in M&A, transactions, commercial negotiations and deal value.

Education (if blank, degree and/or field of study not specified)

Degrees/Field of Study required:

Degrees/Field of Study preferred:

Certifications (if blank, certifications not specified)

Required Skills

Optional Skills

Accepting Feedback, Accepting Feedback, Active Listening, Alteryx (Automation Platform), Analytical Thinking, Budget Analysis, Business Valuations, Carve-Outs, Cash Flow Analysis, Communication, Compliance With Accounting Standards, Contractual Risk Mitigation, Creativity, Data Analysis, Data Analysis and Interpretation, Data Analytics, Data Integrity, Deal Structures, Draft Preparation, Due Diligence Research, Earnings Quality, Embracing Change, Emotional Regulation, Empathy, Financial Advising {+ 37 more}

Desired Languages (If blank, desired languages not specified)

Travel Requirements

Not Specified

Available for Work Visa Sponsorship?

No

Government Clearance Required?

No

Job Posting End Date

August 31, 2026