Description
Companies, investors, and government entities around the world turn to Alvarez & Marsal (A&M) for leadership, action, and results. Privately held since its founding in 1983, A&M is a leading global professional services firm that provides advisory, business performance improvement and turnaround management services. When conventional approaches are not enough to create transformation and drive change, clients seek our deep expertise and ability to deliver practical solutions to their unique problems.
With over 11,000 people providing services across six continents, we deliver tangible results for corporates, boards, private equity firms, law firms and government agencies facing complex challenges. Our senior leaders, and their teams, leverage A&M’s restructuring heritage to help companies act decisively, catapult growth and accelerate results. We are experienced operators, world-class consultants, former regulators, and industry authorities with a shared commitment to telling clients what is really needed for turning change into a strategic business asset, managing risk and unlocking value at every stage of growth.

SALE AND PURCHASE AGREEMENT (SPA) SERVICES TEAM:

We are seeking talented professionals at the Assistant Director/Director (m/f/d) levels to join our dynamic and experienced EMEA SPA Services team. You would be joining our single EMEA SPA team, whose members are based across EMEA and provide SPA services to clients across all geographies. Our EMEA SPA team works alongside our award-winning Transaction Advisory Group team, the largest such practice outside the Big Four. Our mission is to provide comprehensive advice throughout the mergers and acquisitions lifecycle to create value for buyers and sellers by enhancing their deal negotiation, optimizing the purchase price, and expediting deal closures.

• Pre-Closing: Provide expert advice on the SPA before signing/closing. This includes providing strategic advice and support to buyers and sellers on a range of pre-deal analysis and negotiation aspects, including assessment of the financial advantages of pricing mechanisms (Locked Box vs. Completion Accounts), identification of key cash and debt-like items, and preparation of completion mechanism memos.
• Assisting buyers and sellers in considering adjustments between Enterprise Value and Equity Value, and in formulating compelling arguments and counterarguments to justify proposed approaches in preparation for the negotiation.
• Advising on the financial and accounting aspects of SPAs, providing commentary on the pricing and adjustment mechanism, relevant representations and warranties, and any other accounting-related clauses and schedules related to the locked box or completion accounts and/or earn-out.
• Post-Closing: Providing assistance to buyers or sellers on post-Closing price adjustment mechanisms including on completion accounts or earn-out accounts or leakage reviews, ensuring that value is either protected or generated through effective execution of the relevant mechanisms in the SPA.

QUALIFICATIONS:

• Proven experience in SPA Advisory, Transaction Services, or a related field.
• Strong writing and language ability, to effectively comment on SPAs.
• Excellent communication and interpersonal abilities.
• Ability to work effectively in a fast-paced, dynamic environment.
• A strong academic record and professional qualifications such as ICAEW, ACA, CPA, or equivalent are preferred.
• Fluent business-level German and English is essential. Additional European language skills including French, Dutch, Swedish, Italian, or Spanish are highly desirable.

• Advisory Services: Provide expert advice on the financial and strategic implications of sale and purchase agreements.
• Due Diligence: Conduct thorough due diligence procedures to identify potential risks and opportunities on the transaction price.
• Negotiation Support: Assist clients in negotiating financial terms and conditions of the purchase price and SPAs.
• Financial Analysis and Testing: Perform detailed financial analysis and testing to support transaction and purchase price decisions.
• Client Management: Build and maintain strong relationships with clients, understanding their needs and delivering tailored solutions related to the purchase price and SPA.
• Collaboration: Work closely with other departments to ensure comprehensive service delivery.