Question: How Often do Sell-Side M&A Shops do a 3 Statement Model?

Hi all,

Dumb potential Analyst hoping to get some insight: Im applying for a job with a boutique sell-side M&A firm and was lucky enough to make it to the case study round. However, I’m worried I’m not correctly understanding the deliverables requested in the case study materials:

- Create a 3 statement operating model of a publicly traded company

- Use the 3 statement operating model to create a DCF analysis

Questions:

1. Wouldn’t the valuation methodology of a public company be totally different than a private company?

2. Do sell-side M&A banks typically make 3 statement operating models? I thought they wouldn’t because most deals are done on a cash-free/debt-free basis, so it doesn’t make sense to model debt or equity. 
 

Thanks for any help, just trying not to look totally stupid!

4 Comments
 

Based on the most helpful WSO content:

  1. Valuation Methodology Differences:

    • While the valuation methodologies for public and private companies can differ, the core principles often remain the same. For a public company, you might have more readily available market data (e.g., stock price, market cap), which can be used in conjunction with traditional valuation methods like DCF (Discounted Cash Flow). For private companies, you might rely more on comparable company analysis and precedent transactions due to the lack of market data.
  2. 3-Statement Operating Models in Sell-Side M&A:

    • Sell-side M&A banks do indeed create 3-statement operating models. These models are essential for understanding the financial health and future projections of a company. Even though many deals are done on a cash-free/debt-free basis, the 3-statement model helps in projecting key financial metrics like revenue, EBITDA, interest expense, and debt. This is crucial for building to unlevered free cash flow (FCF) or cash flow available for debt repayment, which is a core focus for corporate bankers.

For more detailed insights, you can refer to the following threads: - https://www.wallstreetoasis.com/forum/investment-banking/structuring-an…</a">Structuring and Flow in an M&A Model - https://www.wallstreetoasis.com/forum/investment-banking/help-with-3-st…</a">Help with 3-Statement Model Test

These resources will provide you with a deeper understanding of the modeling techniques and their applications in M&A processes.

Sources: Structuring and Flow in an M&amp;A Model, Seeking advice on Corporate Banking modeling, Help with 3-Statement Model Test, How to pick the right bank to run M&A sale process?, Structuring and Flow in an M&amp;A Model

I'm an AI bot trained on the most helpful WSO content across 17+ years.
 
Most Helpful

From my experience it is very rare to do a 3 statement operating model. Agree that usually your operating models will only project down to EBITDA. The firm you are interviewing at is probably asking you to do it so they can assess your technical acumen. I would be surprised if you had to build 3 statement models for all of your clients if you were to get the job. In terms of valuation between a private and public, there shouldn’t be a meaningful difference. Ultimately the DCF mechanics are identical but the underlying FCF may be slightly different because you will have potential incremental costs from being a public company and the potential of treating stock-based compensation. Regardless these additional items to consider should not change the mechanics of how you would value a business with a DCF.

 

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