"Run me through a recent M&A deal we advised on"

How should you go about answering this question? What questions must you answer when talking about the deal and what points should be covered.

Am I correct in thinking: Highlight the basic points e.g. the deal itself and the price paid, then go onto talking about why the deal was made and the possible synergies of the deal.

Thanks!

 

Got this question myself in a couple of interviews, also got it in the interview that landed me the job I have right now. This is what I included:

  • What lead up to the transaction
  • Transaction value
  • IB's advising the transaction
  • deal structure /(cash - stock etc.)
  • accretive /dilutive
  • possible synergies

They seemed happy with my answer.

 

Probably better to pick something that's larger/more unique if possible. I mean if you look at Ericsson/Nortel, you can discuss the political implications of the deal (RIM pressuring the Ontario government to intervene and block the deal despite both Canadian/U.S. courts giving it approval) in addition to the standard items, which would probably reflect well on you if you understand what's going on. Of course you want the deal to be within an industry that you feel comfortable discussing.

I'm only a student though so I could be wrong.

 

got this question at a top BB. pk's points in general would be good to follow, but I would not worry too too much about the numbers other than the really obvious/important ones (often quoted in WSJ articles, etc). One thing I would add is don't just memorize the facts of a deal, formulate an opinion on it and try to look at the deal through the players' eyes (i.e. be ready to justify why you think the deal is a good move or not, what are the various motivations behind such a deal, potential impact on the industry and market share, etc).

For example, at the time there was a decent amount being written about the Sirius XM/EchoStar (Charles Ergen)/Liberty Media happenings (Ergen purchasing a lot of Sirius debt over time in a unique takeover attempt. Liberty came in as a white knight and injected some cash into Sirius to stave off Ergen who still made a handsome profit off of his debt purchases) and after some back and forth conversation about the deal, the interviewer (a media banker no less) asked if I thought the whole episode was good or bad for Ergen and why. So if you plan to prepare and follow a deal, be sure to try to actually understand the deal and think about it because it's one thing to prove that you read the WSJ this morning, but its another to show that you actually are truly interested and somewhat knowledgeable about the types of deals that bankers work on. Just my 2 cents. hope that was helpful.

 

This list, by pk, is excellent

  • What lead up to the transaction
  • Transaction value
  • IB's advising the transaction
  • deal structure /(cash - stock etc.)
  • accretive /dilutive
  • possible synergies

If I have to follow the above structure in my answer I plan to also use the key multiples that we used for that industry. I worked on a software deal and used "Deal Value to Revenue" multiple.

Please correct me if I am wrong.

 

Great thread. I have an interest in foreign markets, how would it look if I mentioned an overseas deal? Last thing I want is interviewers thinking 'why is this kid interviewing for NYC? Ding.'

 
tuaj:
Great thread. I have an interest in foreign markets, how would it look if I mentioned an overseas deal? Last thing I want is interviewers thinking 'why is this kid interviewing for NYC? Ding.'

This is like trying to fuck a blonde by telling her you love dark hair.

 
Best Response

I'm assuming you are asking because you anticipate this question as part of a lateral or exit process.

Notes mentioned above are not wrong, but I'd emphasize a few things:

  1. Your role in the process (teaser, LOI/first round bid, CIM, second round bid, mgmt pres, diligence process, final bid and financing work, roadshows etc.) - Most of what differentiates live M&A from pitching is process work
  2. "Roadshow" (talk about the key highlights of the deal, size, multiple, synergies, financing etc., the stuff you would generally find in the M&A roadshow deck)
  3. Key challenges. My transaction was a low multiple business buying a high multiple business, yet it was Accretive. I understood the mechanics for how that worked in a high level of detail.
  4. Sell yourself. In the transaction I mentioned, I also discussed why I was critical for the transaction. I also dropped a few tid bits about how I had a good relationship with the client, the senior bankers explicitly wanted me on the deal, trusted me to execute and a few other personal quals/creds.
 

15/12/2014: Public Shareholders acquires stake in fiat Chrysler Automobiles N.V. from Fiat Chrysler Automobiles Shareholders 06/08/2014: Public Shareholders acquires stake in Mobileye N.V. from Mobileye Shareholders 18/06/2014: Public Shareholders acquires stake in IPO of Shell Midstream Partners , L.P.

You could look these up, Barclays played some part in these

And this was a big one: Clayton, Dubilier & Rice acquires Mauser Group from Dubai International Capital LLC, in May last year

 

You guys are leading him down the wrong path. You should stay away from premiums paid, financials, etc because frankly that doesn't really matter.

Just know why they did the deal and ask questions. Acting like you know everything about the deal will only get you in trouble (especially because the person you're talking to probably knows 10x more!)

 

I think SnappleApple is right. You don't want to jump into super technical things. However, in the same way your interviewer will know 10x more than you about DCF, it doesn't mean you shouldn't be prepared to give a good answer.

I was asked this question in an interview during my student years and given the short time and constraints of public information I mentioned the following: "Bank Z advised on X buying Y. It was a great transaction because [a couple highlights right out of roadshow: positions X well in certain markets, good synergy story etc.]. Even with a generous [%] premium, the shares traded up [%] on announcement as proof the deal was very well received by the market and people thought it was a good trade (mention accretion/comfortable leverage etc.). There were some regulatory challenges around strategic assets which people were concerned about initially, but the general opinion is that if the company makes A, B and C concessions, the deal should be able to go through without much change to their strategic story. Bank Z did a good job of advising the client and continues to exhibit strong leadership in the space."

Interviewer followed up with: "Where do you think the accretion is coming from?" I answered: "Well, the company is doing a leverage neutral transaction keeping PF leverage at [4x]. X's P/E multiple is in the mid-teens as is Y's. Adjusted for synergies, it looks like Y's PF multiple is closer to 10x so it seems like the accretion primarily from the cost synergies."

All this information is right out of the roadshow or equity research and some news articles. It also lays out a good place for the interviewer to pick and choose what items (if any) they want to ask you about. This is also a good place for someone to use this as a basis for technical interview questions. The typical: M&A P/E accretion question, some basic leverage stuff etc.

 

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