Senior) Director, Sale and Purchase Agreement; SPA)

Description About Alvarez & Marsal

Alvarez & Marsal (A&M) is aglobalconsultingfirm with entrepreneurial, action and results-oriented professionals. Wetake 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.

We are seeking talented professionals at the (Senior) Director level 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.

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.

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.

• 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…