EY-Parthenon - Deals - Sales and Purchase Agreement (SPA) Advisory - Director

EY-Parthenon’s unique combination of transformative strategy, transactions and corporate finance delivers real-world value – solutions that work in practice, not just on paper. Benefiting from EY’s full spectrum of services, we’ve reimagined strategic consulting to work in a world of increasing complexity.

With deep functional and sector expertise, paired with innovative AI-powered technology and an investor mindset, we partner with CEOs, Boards, Private Equity and Governments every step of the way – enabling you to shape your future with confidence. 

Negotiations around M&A pricing mechanisms and the sales and purchase agreements are becoming increasingly complex, and buyers and sellers can benefit significantly from professional support in these areas.  EY-Parthenon's - Deals – Sales and Purchase Agreement (SPA) Advisory team provides expert support to clients together with their investment banks, lawyers, and deal teams on M&A pricing mechanisms and the accounting aspects of SPAs. The SPA Advisory team collaborates with diligence teams to provide seamless end-to-end deal support from initial diligence through signing to closing estimates and post-closing adjustments.

The opportunity

The role involves the identification and articulation of key value points related to deal closing mechanics to assist clients in their negotiations of M&A pricing and associated transaction documents.  You will interact with deal teams and clients across all stages of the deal continuum including planning, negotiation, signing, closing, and post-closing. The role will enable you to:

• Develop a specialized skill set in a high value-add area for corporate and private equity clients.
• Gain experience on a wide range of transactions (on both the buy-side and the sell-side) in different sectors and markets.
• Improve analytical and negotiation techniques.
• Gain insight into key value levers for clients in negotiating key deal value points and SPAs.
• Advise and support negotiations with senior members of client and counterparty teams along with their advisors.
• Work closely with due diligence teams to identify and mitigate risk for clients.
• Work across borders with our global network of deal professionals.
• Develop a strong internal and external network.

Your key responsibilities

Working closely with clients, their bankers and legal advisers, transaction diligence teams and other SPA Advisory team members to manage and deliver advice around the deal price adjustment mechanisms on M&A transactions, including (i) analysis of cash, debt and working capital adjustments; (ii) preparation of pricing schedules; (iii) reviewing and commenting on the financial aspects of the SPA; (iv) assisting the client with their preparation or review of closing accounts; and (v) performing leakage reviews (on locked box transactions).  Your key responsibilities will include:

• Supervising senior associates and associates, with the opportunity to lead and work directly with Partners, Managing Directors, and Senior Directors to provide insightful, deal-relevant points of view and recommendations to the client.
• Supporting client negotiations with the counterparty on transactions.
• Drafting detailed and compelling outputs for clients.
• Building valued relationships with external clients and internal peers to develop a portfolio of projects by focusing on high value opportunities.
• Taking ownership of Quality and Risk Management (Q&RM) to ensure client work is delivered consistently and in compliance with EY's quality standards.
• Communicating with partners and senior directors in a flat team structure.

Skills and attributes for success

• Confident interpersonal skills and a positive attitude.
• Comfortable working both independently or in a team.
• Eagerness to learn and an entrepreneurial mindset.
• Desire to develop strong internal and external networks.
• Strong communication skills.
• Critical thinker with very good attention to detail.
• Ability to work to tight project deadlines.
• Ability to simultaneously handle diverse and pressing assignments and sensitive and adversarial situations.
• The expectation for this role is in person teaming, at client site or in an EY office, a minimum of 60% of the time or on average 3 days a week over the course of an engagement, project or performance year.

To qualify for the role, you must have

• A bachelor's degree in Accounting or Finance and 5 years of related work experience; or a graduate degree and 4 years of related work experience.
• Excellent analytical skills and the confidence to translate complex data into meaningful insights.
• The ability to prioritize effectively on projects and the skills to adapt quickly to new challenges and concepts.
• Solid negotiation and influencing skills, and the ability to develop long-lasting relationships both internally and externally.
• Strong skills in Excel, Word, and PowerPoint.
• Strong written and verbal communication skills.
• A team-oriented mindset.
• You must either reside in or be in a commutable distance to your office location for this position.
• The ability and willingness to travel and work in excess of standard hours when necessary. In certain circumstances, travel may be required beyond your work location based on client and project needs.

Ideally, you will have

• A proven record of excellence in a role directly supporting or giving familiarity with mergers or acquisitions transactions.
• An active CPA certification or formal accounting training.
• Experience gained within another large professional services organization.
• Established networking skills in a relevant industry.
• Knowledge of how to leverage firm-approved AI tools in a business setting, including Microsoft Copilot.

What we look for

We are looking for an individual who is hands-on and rigorous in their working style and a highly motivated team player, capable of working in a fast-paced environment. Candidates must demonstrate an ability to communicate clearly to both clients and other advisors. For the right candidate, this opportunity will provide stimulation and challenge and the prospect of career development in a key specialism within the firm.