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Thanks for posting this.

I'm still in the middle of technical prepping, so I had to do these with pen and paper. Is this normal/expected/acceptable for an Associate interview? I'm usually pretty good at mental math but accretion/dilution thinking is still new for me.

1. Accretive for A. Say A is 8 shares of \$10 (earnings \$8), B is 10 shares of \$8 (earnings \$10). A issues 8 more shares, now has 16 shares of \$10 with earnings of \$18. P/E has gone from \$10 to 8.8/8.9

2. Accretive for A. You're borrowing \$80 at 5%, or a cost of \$4 to add earnings of \$10. It would break even at 12.5% (1/(P/E of B)).

3. It should be less than 9; you can't just average the P/Es, think about it as averaging the earnings and what that would mean if the market cap was the same (market cap of \$80 and earnings of \$9 = P/E of less (This is only a guess after having done the math; but I think there's some truth in not being able to add/average P/Es, even of same-size companies).

4. It will be less Accretive because the company that's making it Accretive has a lower weight.

Say A has earnings of \$16 and is \$16 shares of 10; they have to issue 8 more shares to make the purchase and now have a market cap of \$240 and earnings of \$26; \$234 would be P/E of 9 but it's higher, so ~9.25

Pen and paper is ok for Level 3 and 4. Would be expected to do Level 1 and 2 without.

1. Correct.

2. Also correct.

3. I would relax your boundaries and say that it should be between 8 and 10. As per your answer to Level 1, it is slightly lower than 9. Basically, if B is negligible (ie doesn't move the needle), you would expect the PE not to move (be closer to 10). If the transaction is huge, the PF entity would be closer to the target so closer to 8. Close to 9 is not a bad guess, especially if they are the same size. This is a good lead in for the Level 4 question.

The first mistake I get is people averaging PEs which is NOT right. Try to find the right framework to get to the actual % accretion (Part B of this question). Once you have that, figure out the PF PE and see where you land.

1. Also correct. But need the actual exact % accretion.

General comment:
You've talked to me about aggregates (at the corporate level, net income), but what is the effect at the shareholder level (EPS)? What are the exact % accretion? That's why you could be allowed paper for this question. Could also technically do without if you can keep the numbers in your head.

The only way to get the exact number correctly is to use a framework to structure your thoughts.

Thanks, my first thought was between 8 and 10 for #3 but I thought you wanted something more specific.

For #4, EPS was \$1 pre-acquisition in my example (16 shares, \$16 earnings), and is ~\$1.083 post-acquisiton (\$26 earnings, 24 shares), so it's 8.3% Accretive (or 1/12).

For #3, EPS was \$1 pre-acquisition and \$1.12 post-acquisiton, so it's 12.5% Accretive (1/8).

I'm not sure if I understand what you mean by framework; I had on my paper an easy way to look at the pre/post acquisition market cap/# of shares and earnings, which made it pretty easy to go from #3 to #4.

A good reminder that I need to remember to answer all parts of a question...

Thank you for the questions - very helpful

I have a basic question regarding the financing impact on the P/E ratio
For level 2 question, a company issues debt to acquire company B. It is expected to pay interest at the end of the year and not right away. That said, should we deduct interest expense when calculating proforma earnings?

When calculating P/E ratio, do we usually calculate the P/E(fwd 12mnths) or P/E(current Earnings)?

Thank you

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I say framework because the numbers can always change or you can be given different pieces of information (I could have nailed down A's market cap and Net income instead of just giving you PE and letting you make up your own numbers).

For instance, what if I had said A had Market Cap of \$1000 and Net Income of \$100? Or A is trading at \$10, EPS of \$1 and there are 100 shares? Or what if I didn't give you the # of shares? Notice that all the information is consistent with the information I provided in the question.

The key point is that in a short period of time in an interview, if someone throws a few small twists, you should still be able to handle the math.

Makes sense, I think the way I did it was still pretty adaptable, but hard to explain more without pictures of my work.

Thank you so much for providing the questions and such detailed feedback on my answers.

Not really. If you make a simplifying assumption that you can assume the debt that is raised is either rolled or re-financed at a similar rate.

Best thread this month. Level 1&2 simply no need for math. Level 3, I knew average was not the way to go and considering the weight was more understandable so level 3 so not that hard. Level 4 b got me twisted. Can you pls explain with an example. Thanks

Best Response

Here is my solution / framework for Level 3. You can use it to solve Level 4.

Step 1 - Describe Company A's Shares
No debt EPS(A) = \$1 (by definition - PE of 10)
Assume 100 shares

Step 2 - Describe Company A as a Whole
Mkt Cap = \$1000
Net Income = \$100

Step 3 - Describe Company B as a whole
B's Standalone Share Stats don't matter as equity / cap structure gets wiped in acquisition.

B's Aggregate (Company) Stats:
Mkt Cap A = Mkt Cap B = \$1000 (This is given. For Level 4 - you just make this half instead. You can adjust for any ratio / size)
Shares of A issued to B = \$1000/ \$10 = 100
Net Income = \$125 (Mkt Cap of \$1000 divided by PE of 8)

Step 4 - Describe PF Company A as a whole
PF Mkt Cap A = Mkt Cap A + Mkt Cap B = \$2000
PF Shares of A = 200
PF Net Income A = Net Income A + Net Income B = 225

Step 5 - Work back down to PF A Shares
Price per share = \$10
EPS(PF A) = \$225/200 = \$1.125

\$ Accretion / share = EPS(PF A) - EPS(A) = \$1.125 - \$1 = \$0.125
% Accretion / share = EPS(PF A) / EPS(A) - 1 = (\$1.125 / \$1) - 1 = 12.5%

What got me confused is when you said assume the same EV in level 3. I began to think about various combination of both company A&B capital structure which made it difficult until I saw that you assumed equity value are the same, hence the assumption of no debt you made at the beginning.

I was going mad because I have studied the crap out of technical and experienced some deals .It would be very depressing to miss or have no idea about the question.

Thanks for detailed example.

Blackstone M&A interview, what are they looking for? (Originally Posted: 10/11/2006)

I've got interviews with Blackstone, Greenhill, Evercore, and a few other boutiques coming up. I understand that these guys like asking brainteasers, guestimation questions, and financial questions. But what are they looking for in terms of fit?

Maybe I am reading this wrong, but two scenarios.
Scenario 1
Co. A Equity 10\$
Earnings 1\$
10 Shares
1\$ per share
EPS of .10\$
P/E of 10

Co. B Equity 8\$ Debt 2\$ or Debt/Equity of .25
Earnings 1\$
8 Shares
1\$ per share
EPS of .125
P/E of 8

-Both have same Enterprise Value
Co A aquires B
Equity of 18\$ Debt of 2\$
Earnings of 2
18 Shares
1\$ Per Share
EPS of .1111\$
PE is 18/2 or 9
Accretion of (.1111-.1)/.1 = 11%

Scenario 2
Co. A Equity 10\$
Earnings 1\$
10 Shares
1\$ per share
EPS of .1
P/E of 10

Co. B Equity 4\$ Debt 6\$ or Debt/Equity of 1.5
Earnings .5\$
4 Shares
1\$ Per Share
EPS of .125
P/E of 8

-Both companies have same Enterprise Value
Co A acquires B
Equity of 14\$ Debt of 6\$
Earnings of 1.5\$
14 Shares
1\$ Per Share
EPS of .10714
PE is 14/1.5 or 9.3333
Accretion of (.10714-.1)/.1 = 7.14%

It seems that you need the D/E or maybe I just misread your instructions or maybe I just haven't learned anything from the CFA institute.

No, you are right. I normally simplify by saying market cap is the same or make the simplifying assumption that they have the same "optimal capital structure" (that the companies are otherwise identical). I said EV was the same in this case. So you are right. Which is a good point that you need to make assumptions about the debt to equity mix.

Associate ib interviews (M&A and others) (Originally Posted: 01/18/2007)

What are associate IB interviews like (coverage groups)?
Has anyone here had any experience with associate level interviews for M&A groups?

I would like to know. I've only been on associate level interviews with one bank and it was for their real estate principal investment team.

M&A Analyst Case Study for Interview (Originally Posted: 04/19/2007)

I am interviewing with a boutique for an M&A analyst position.

I have been asked to come up with a pitch book for an LBO of a tech company by private equity, I donâ€™t have to worry about the financing part my focus is really more on valuations.

As I do not have any experience doing this, I was hoping to get some help from here.

I am supposed to analyze a company to see if it is overvalued (undervalued), revenue sources, any units with locked up value and what kind of return private equity can expect from the transaction.

I am not really looking for the answers of the case I have to work on but more so looking for hints and tips, what works, what doesnâ€™t and maybe a short outline?

I would really appreciate any help!

Merrill Lynch Tech M&A Interview (Originally Posted: 10/18/2007)

All,

I might have an interview with the Tech M&A group at ML very soon. I have searched for information on the group on the forum and found some information but not a whole lot.

Does any one know where I can look for ML's M&A deals in the past year, especially in tech? If you know anything about the group please share.

Thanks.
PELBO

Btw, another piece of advice. Know certain reciprocals by heart. Saves the need for a calculator.

1/6 = 16.7%
1/7 = 14% (15% ish)
1/8 = 12.5%
1/9 = 11.1%
1/11 = 9%
1/12 = 8.25%
1/15 = 7%

PE of 9 has ke of 11.1%.

If you use simple numbers (mkt cap of 1000) this can help your math. You might even be able to do without paper.

M&A Interview question - Breakeven (Originally Posted: 12/18/2007)

During a finance interview I got the following question:

Company A has 120\$ of Net Income and a P/E of 10.
Company B has 10\$ of Net Income and a P/E of 30.
Taxes are 40%

What is the breakeven price to avoid dilution if A wants to buy B.

I am not sure I recall everything right or if he was supposed to give me more details but I assumed that you just needed to apply the P/E to the new target income and therefore say that you could buy it up to \$100 (Keep P/E of 10 and apply it to target NI). However can someone explain if you have to go back to pre-taxable income ? How are we suppose to use the tax rate here?

Can be. I had a buddy get asked up to Level 3 for a second round. It depends. Your interviewers can always push you. I'd say Level 1 and 2 are fairly common for first round.

Wow! I do business valuation and spent some time this summer teaching my son, who is going into his second year at USC and wants to go into I-banking, some valuation principals but we were doing CAPM, dupont/ratio analysis and adjustments to get normalized income and from NI to FCF. Sounds like he'll kill it when the time comes

M&A specific interview questions (Originally Posted: 01/16/2008)

any ideas on the best source to get some tough quant questions for M&A interviews that is not Vault or WetFeet?

Thanks

Anybody have any recommendations on books you can read to learn this kind of stuff? Appreciate the help.

Blackstone Corporate Advisory M&A Interview and culture (Originally Posted: 01/28/2008)

Has anyone gone through it?

Highly technical? what do they look for?

What's the culture like, especially for the Boston office? Similar to Lazard/Greenhill?

M&A Analyst Interview Questions (Originally Posted: 05/20/2008)

What are some typical questions that would be asked by a Middle-Market Capital Advisory Firm? I'm applying for the Entry-Level M&A Analyst Position. What are some buzz-words to know?

Any perspectives from those within an M&A Advisory firm?

Thanks for this, awesome post. That said, I have a conceptual question for the M&A guys (which I am certainly not): I get the point about Company A buying cheap earnings, and thus getting an increase in EPS (aka Accretive), but at the same time the P/E has gone down, meaning as a shareholder, I can now sell my shares at only approx. 9x EPS, so depending on exactly the EPS amounts and relative sizes of the companies, the value of my shares may have increased OR decreased, no?

Good question. So the logical follow up is "why is accretion important"? In reality, accretion is a bit of a bull shit number. Value is only truly created through synergies. Sometimes a 5x business is only worth 5x. Even if an 8x business acquires it, if no synergies exist the deal may be Accretive, but no value is created.

One of the key assumptions I made was that the PE's already had premium and synergies built in (to keep the math simple). What happens in real life is that synergies create value in the deal and are split between buyer and seller through premium.

Redo the question above, but now assume that premium is built into the PE, but synergies are not. Assume synergies increase B's net income by 30%. How what does the math show? (in this case, B's contribution to A's PF equity value if you assume the PE remains constant) should increase by 30% (not a super robust assumption, but close enough... some value is created) then this value is shared pro rata via ownership splits. So imagine equity value goes from \$1000 to \$1300 and PF A mkt cap goes to \$2300 but A and B own equal shares, then A's implied share price over 200 shares is now \$11.50 and your value accretion per share is \$1.50 or 15%. Another way to look at it (mathematically consistent) is that the deal creates \$300 in value which is split evenly between A and B (\$150) divided by A's standalone shares of 100 (or \$1.50 value accretion).

If you overpay for a business (pay premium of \$400 when only \$300 of synergies are created) it can also be value destroying to A shareholders.

... Doing some shorthand math in my head, I think A's share price will only increase if it purchases B for a PF implied multiple of B (with premium and synergies baked in) that is cheaper than B standalone (what you got was "cheaper" than what you paid for it on a PE basis).

Interview Tips - Associate Switching to M&A? (Originally Posted: 03/08/2009)

Hey all - I have a finance interview 2 weeks from now at an M&A group at a middle market bank for an Associate job. I've been working in IB for a few years, but have more of a lev fin background and haven't worked in M&A before. Closest experience is working on a few LBOs, but haven't done anything strategic. I feel I'd do fine with DCF and valuation questions, but is there anything specific to M&A that I should be prepared for? Trying to figure out what "typical" questions people would ask at the Associate level in M&A. Thanks...

If just looking at P/E, I think a pretty easy way to go about it using relative size is to use weighted average "returns" (E/P) rather than going through the whole framework of NI, EPS, Market Cap, and what have you. For #3, this means averaging 10% (reciprocal of 10x) and 12.5% (reciprocal of 12x) to get 11.25% (reciprocal of 8.9x [if doing on paper, just below 9 since 9x would be 11.1%]). Similarly for #4, weighted averages of 2/3 * 10% (6.7) and 1/3 * 12.5% (4.17) would yield 10.83% (reciprocal is 9.23x, kind of hard to do on paper). The % increase in returns are clearly 12.5% and 8.3% respectively (this would get harder if Company A had a P/E other than 10x), and that's also the % increase in EPS (algebraic proof: if E/P values are in a certain ratio, then EPS's will be too since you're multiplying by a constant, price).

You are absolutely right. But take a look at why weighted averages work in this case. If you weight the average by size like you suggest, you are using math that is mathematically equivalent to using the frame work. Using weighted averages is just my way of moving to aggregates from per share values Step 1 to Step 2 and back down to per share values again from Step 4 to Step 5. It's not a bad shortcut.

Your math is 100% correct. But again, I would suggest the point is to demonstrate you know what's happening, the thought process etc. It's nice in an interview to hear the candidate use the right terminology. It's not just about getting to the right answer.

Plus if things get more complicated (like littleredman suggested by changing up the debt to equity mix, using weighted averages become a bit more complicated.

For sure, and I actually did the "full" way out in Excel to confirm. I think the method people take is probably going to be suited to the tone of the interviewer. If he's asking it with a rapid-fire tone urging a fairly quick result (P/E or % accretion or whatever), then I think the scratch way to do it works. Like you said, though, some interviewers will want to walk through the full paper merger model, so it's definitely a useful underlying framework to understand why the shortcut works. Great post btw

The answers have been revealed but I thought there were concise ways to look at like.

# 3. If the companies are the same size, B has more earnings than A does. Thus, it won't be an average - it would be if they had same earnings. Because B has more earnings, it'd be weighted more closer to 8 than 10 so the reasonable bounds would be between 8 and 9.

The accretion would be 12.5%. I think there's a short cut. EV doubled but there was nothing transformative about A. B experienced a "multiple arbitrage", going from 8x to 10x, which is a 25% accretion. Total accretion for A' would be (1/2)*(25%) = 12.5%

# 4. It would be less accretive, and >9 as A is more weighted now in the combined company (the fact that A has more earnings). Thus, the accretion would be (1/3)*(25%) or 8.33%.

M&A Interview (Originally Posted: 12/02/2009)

I have an upcoming interview with a BB M&A group and wanted to see if anyone could provide some tips. I've gone through the ib interview process before, but never specifically for M&A. How technical? Which terms should I brushup on? I have been working for a few months since graduation, should I mention my current employer would happily discuss my performance? Thanks.

Edit: As someone mentioned before, yes you definitely need to assume what D/E is otherwise, the math is off. I assumed D=0, and I think that's what the OP intended.

Do the interview guides (WSO, BIWS) cover these types of questions? I most likely would've gotten that wrong.., but then again I just started the M&A module in BIWS. Just purchased the Interview Guide and curious to know whether or not a question like this will be covered in there.

BB M&A Interview (Originally Posted: 02/09/2010)

Have an interview coming up in about a week at a BB in their M&A group. What are some of the questions I should expect?

Interview for M&A intern (Originally Posted: 04/14/2010)

Hi guys,

I got an interview for an internship at Lazard for an M&A position.
Now I was wondering if anybody has some ideas on questions etc that might be discussed during such an interview.

I think they can be narrowed down to three main topics which are:
1. Personal experiences
2. Company fit
3. Technical questions

Could you maybe give me some examples of questions which I might get during the interview as well as which technical stuff I should master for sure!

Hello. your post prompted me to look into this accretion/dillution stuff. i've answered the first two questions by being as general as possible and by showing what assumtions have been made. for example for the first one if my calculations are right then it's not sufficient for PE(A)>PE(B) if there is a control premium.
Can you also please explain what PF means, that's what blocked me in question 3/4
thank you

http://postimg.org/image/bofdex7t5/

You are correct about control premium, however, that's why I mentioned as part of the assumptions that premium and synergies are included.

PF is shorthand for "pro forma", latin for "as a matter of form". It basically means the information is presented on an "as if" basis.

Also, can tell you are very comfortable with math as your notation for your proof is very clean, but I think I need to red flag a potential error in your math. In your proof for Level 1, step 3 you say:
The post-acquisition EPS'(A) = (E(A) + E(B)) / (#A + x)

The error here is you are adding EPS when you should be adding net incomes (EPS' in aggregate). You'll notice that is the primary purpose of the level 3 question. I know it's nit picky, but you have to be very precise with your language.

Also, as a piece of advice, level 1 and 2 questions don't require as robust a math proof as you provide. You have to understand that IBD is a FO position so you have to be able to explain concepts in simple terms. The interview is as much about how you present as well as getting to the right answer.

Actually E(A) & E(B) denote the Earnings of A & B respectively and not their EPS which are always called EPS in my proof.
To me the new EPS is equal to the sum of earnings of A & B divided by A's new number of outstanding shares. is that wrong ? would be weird if it wasn't correct since i did get to the condition PE(A)>=PE(B)

Thanks for the explanation on what PF means. i'll answer the other questions shortly.
Your post has been very instructive so thanks :)

Hi, TorontoMonkey1328. Thanks for the questions. I am studying for summer analyst positions in Toronto, and I was wondering, how in depth do we need to know Accretive/dilutive concepts? I've never heard about it in my finance classes, so I couldn't even get past Level 2. Are these the types of questions I should be focusing on more? Thank you.

Citi M&A final round interview (Originally Posted: 05/31/2010)

Got a final round assessment centre with Citi m&a in London on Wednesday, for the full time analyst grad program starting this summer. Its a last minute assessment centre obviously as its so late in the recruiting calender, so I'm hoping there are not too many candidates.

Anyway first question is that my application says my first choice is 'corporate finance/m&a' so does this mean they are interested in me generally or for a particular group? In my first round of finance interview, I had an associate from healthcare, and then an associate or VP from a group that he described as 'linking the sector teams to the ECM or trading desk', which he described as working on IPO's and placements. Can anyone shed any light on the latter group?

Secondly does anyone have any general advice for Citi interviews? Preferably London although I guess its mostly US guys on here so any help would be appreciated.

Thanks.

LAZ & BX M&A Interviews (Originally Posted: 09/10/2010)

Has anyone been through interviews with either LAZ or BX M&A? I hear that they are much different and more technical than BB interviews and that there's less of an emphasis on qualitative questions. What is the process like? What sort of technical (M&A, accretion / dilution, LBO) questions do they ask?

Talking about recent deals in M&A in SA interview (Originally Posted: 01/23/2011)

how recent does it have to be? within the last 2 days? am I able to talk about a deal that was more than a week before that's pretty big in my country's sector?

I know the details for those, but I was just wondering will some points get docked off if it's more than week ago, that's all. thanks

BB M&A Assoc Interview (Originally Posted: 01/29/2011)

Hi all,

I have an interview coming up in about a week for a position as an M&A associate at a bulge bracket in NYC. I would be a lateral hire coming in from a related, but non-finance industry. I am only now starting to study up on modeling and finance concepts (luckily I have a week off from work do so) and am familiar with most of this stuff from my undergrad days.

Only one question. Do I need to know LBO modeling? This is for an M&A gig, not private equity, so I would assume the answer is no, but please correct me if this is wrong.

Thanks,

MBA_hi

some M&A questions (Originally Posted: 05/13/2011)

Hey guys,

I was having an interview with one European bank, and kinda wondering about some questions what the employers have asked. Questions like: could you tell me how you could go about doing M&A pro forma? what are the strengths & weaknesses of DCF analysis?

If you were me, how you guys answer these two questions? especially the first one. Thanks all!

M&A Inteviews coming up with case (Originally Posted: 06/14/2011)

Hey there!!

Serious help is needed!!!!

I have round 2 of interviews coming up with the M&A team of a Bulge bracket firm. I know I will have another set of interviews and the whole process will end with some sort of case to crack. Thing is, i have no idea what the case could be about so wanted your professional input on what kind of case they could give a recent grad.......

i should mention that i have no finance background whatsoever (just read the Vault guide prior to my first interviews)..so really need your kind help on this....what kind of questions will i get, will i need to calculate cash flows and value a company or should i just give strategic insights to what synergies there might be in an acquisition etc...

how would you tackle a case given to you???

i just graduated with an engineering degree and the position is as analyst for an M&A team.

appreciate this people!!!!! :)

cheers

M&A Experienced Hire (2nd year Associate) interview (Originally Posted: 08/22/2011)

WSO,

I work at a boutique M&A advisory. I have an M&A interview with much larger bank next week. What to expect as an experienced hire? What kind of technical questions? We are only M&A, so I did lots of DCF modeling, public and M&A comps and LOI/ NDAs. Mostly private companies.

I updated my Vault guide knowledge - what else? Any good sources of information would also be appreciated.

Thanks!

Interview Tomorrow - BB M&A (Originally Posted: 09/14/2011)

Have an interview tomorrow with a first year analyst in the M&A group of a Canadian BB. I have already reviewed all of the Q&A in the mock interview library. Very nervous about getting technical questions though. The interview is only 30mins long so how much do you think will be technical vs fit based? I have a brutal GPA and haven't done any networking at this bank so quite frankly, I'm not sure how I passed the initial screening.

Anyways, any interview tips would be greatly appreciated!

M&A Interview - All Higher Ups (Originally Posted: 09/14/2011)

I have a second/third round interview next week for a lateral analyst position within a non-BB's m&a product group. I was given my agenda for the day and was surprised to see that I am interviewing with one Associate and the rest are at the VP level and higher. Is this normal to have more higher ups than Analysts/Associates in the later stages of the interview process? I would be in the trenches with the Assoc and Analysts most of the time so I would think that they would value their input a little more...

Because most of the interviewers are higher up the ladder, excluding the associate, I would expect fewer technical questions. Is that a fair assumption?

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