Sale and Purchase Agreement (SPA), Global Transaction Advisory Group, Alvarez & Marsal

Paris

Alvarez & Marsal (A&M) is a global consulting firm with over 11,000 entrepreneurial, action and results-oriented professionals in over 40 countries. We take a hands-on approach to solving our clients' problems and assisting them in reaching their potential. Our culture celebrates independent thinkers and doers who positively impact our clients and shape our industry. The collaborative environment and engaging work—guided by A&M's core values of Integrity, Quality, Objectivity, Fun, Personal Reward, and Inclusive Diversity—are why our people love working at A&M.

Sale and Purchase Agreement team

We are seeking talented professionals at the Assistant Director, Director and Senior Director levels to join our dynamic and highly experienced EMEA SPA services team. You would be joining our single integrated team with members based across EMEA and delivering SPA services to clients across all geographies. Our team provides both pre- and post-deal support across all sectors, working on a diverse range of transactions—from large, complex carve-outs to deals involving high-growth earn-outs.

Our EMEA SPA team works alongside our award-winning Transaction Advisory Group team, the largest practice of its kind outside the Big Four. Together, we provide end-to-end support throughout the mergers and acquisitions lifecycle, helping clients maximise value through enhanced deal negotiation, optimised purchase price mechanisms, and accelerated deal closures.

Pre-deal: We provide expert drafting, valuation and negotiation advice. Key areas include evaluating the financial impact of pricing mechanisms (e.g. Locked Box vs. Completion Accounts), assisting in the calculation of target net working capital, identifying cash and debt-like items, and preparing detailed completion mechanism memorandums.

• SPA: We advise on the financial and accounting aspects of SPAs, offering insights into pricing and adjustment mechanisms, relevant representations and warranties, and other accounting-related clauses and schedules, particularly those related to Completion Accounts, Earn-outs and Locked Box.

• Enterprise to Equity Value Adjustments: We assist clients in analysing and negotiating adjustments between Enterprise Value and Equity Value. Developing robust, defensible arguments and counterarguments to support proposed approaches during negotiations.

Post-deal: We assist with post-closing price adjustment mechanisms, including Completion Accounts, Earn-Outs, and Leakage reviews. Our focus is on ensuring that value is preserved and/or realised through the effective execution of the relevant SPA provisions.

• Completion Accounts or Earn-Outs: We support clients in preparing or reviewing Completion Accounts and Earn-out calculations, ensuring alignment with the relevant SPA provisions. Our team also assists during subsequent negotiations, providing in-depth analysis of the strengths and weaknesses of opposing positions and their strategic implications.

• Locked Box/Hybrid: We perform Leakage reviews to identify any value extracted by the seller, assisting in preparation of any claims and any subsequent negotiations.

How you will contribute

• Advisory Services: Provide expert advice on the financial and strategic implications of sale and purchase agreements. 

• Negotiation support: Assist clients in negotiating key financial elements of the purchase price and SPA terms.

• Financial analysis and testing: Conduct in-depth financial analysis and testing to inform transaction and purchase price decisions

• Client management: Build and maintain strong client relationships, understanding their needs and providing tailored purchase price and SPA solutions.

• Collaboration: Work closely with other departments to ensure seamless and comprehensive service delivery.

• Leadership: Manage and deliver end-to-end SPA advisory engagements with excellence.

• Business development: Strengthen personal brand and contribute to initiatives that enhance market awareness of A&M’s SPA Services practice.

• Performance management: Drive the learning and development of junior team members.

• Practice development: Support the creation and enhancement of resources, tools, and standards for the EMEA SPA team.

• AI: Champion the use of artificial intelligence tools to deliver SPA advisory engagements

Qualifications 

• Proven Expertise: Demonstrated experience delivering SPA services, ideally covering both pre-deal and post-deal phases.

• Communication Skills: Exceptional written and verbal communication, with strong interpersonal abilities.

• Leadership: Ability to lead and thrive within a high-performing team environment.

• Adaptability: Comfortable working in a fast-paced, dynamic setting.

• Technical Proficiency: Experience with AI tools and advanced data analysis solutions is a plus.

• Qualifications: Strong academic background and professional credentials such as ACA, CPA, or equivalent preferred.

• Language Skills: Fluent business-level English is essential; additional European languages (Dutch, French, German, Italian, Spanish, or Swedish) are highly desirable.

Your journey at A&M 

We recognize that our people are the driving force behind our success, which is why we prioritize an employee experience that fosters each person’s unique professional and personal development. Our robust performance development process promotes continuous learning, rewards your contributions, and fosters a culture of meritocracy. With top-notch training and on-the-job learning opportunities, you can acquire new skills and advance your career.