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M&A Interview Questions - Beginner to Advanced Questions

I have a set of M&A interview questions I like to ask.

Interview Questions for Mergers and Acquisitions

In my career, I've only had two analyst / associate candidates answer all four levels correctly without coaching. Most people can get Level 1 and sometimes 2. Fewer get Level 3 or 4 even with coaching. Thought process is more important than answer.

Company A acquires Company B. Assume all numbers below are inclusive of premium and synergies.

Beginner Interview Questions - Basic Accretion / Dilution

Question:

  • Company A has PE of 10 and company B has PE of 8.
    In an equity-swap deal, is the transaction Accretive or dilutive?

Answer:

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

Mid-Level Interviewing - Earnings Yield


This is to break the people who read the Vault guide and quote the "cheaper earnings" answer / shortcut

Strong>Question:
Company A uses debt which has an after tax cost of debt of 5% to acquire B.

  • Is the deal still (Accretive / dilutive) like in Level 1 question? More or less?
  • What after tax cost of debt would make the deal approximately break even from an accretion perspective?

Answer:

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)).

Difficult Interview Questions - Merger of Equals (MOE)


This question requires a framework. If you blurt out a number: A. I bet I know what answer you're going to blurt out and it's wrong and B. you need to show me you put more thought into it regardless: Right number with no backup is the wrong number.

Question: Assume the companies are the same size (read: same market cap) and other reasonable simplifying assumptions.

  • Without doing any math, what are some reasonable boundaries for the PE ratio of the PF entity?
  • How Accretive is the deal in Level 1 as a %? Is your PF PE ratio within the bounds you expected?

Answer:

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.

Common Mistake: 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.

You can learn more about Merger of Equals below:

High Level Interview Questions - Full Merger Math


If you have the framework for Level 3, chances are you can probably get this one too

Question: Assume company A is twice the size of company B (read: market cap A = market cap B x 2).

  • Without doing any math is the deal more Accretive or less Accretive? What are the PE bounds in this case?
  • Now do the math and tell me exactly how Accretive it is. Does your answer make sense?

Answer:

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

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Mod Note (Andy) - This one was originally posted 8/16/2015.

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Comments (349)

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7,548 questions across 469 investment banks. The WSO Investment Banking Interview Prep Course has everything you'll ever need to start your career on Wall Street. Technical, Behavioral and Networking Courses + 2 Bonus Modules. Learn more.

Aug 7, 2016

Question to all:

When an interviewer gives you the enterprise value, say $100MM, and market cap, say $80MM, of the target company, and they say the company is acquired using, say 100% cash, are we supposed to assume the acquirer is paying 100% in cash for the $100MM? or does the acquirer pay 100% in cash only for the $80MM in equity value?

Thanks!

Aug 7, 2016

and in all these examples, shouldn't the market cap of the target always be wiped out? why don't I see that being taken into account??

Oct 15, 2017

they might ask you to build a quarterly LBO model from scratch... be ready...

know at least 4/5 types (including preferred / shareholder loan) of different debt facilities and incorporate them...

Oct 15, 2017

anyone?

Oct 15, 2017

I think you've made it incredibly obvious that you're interviewing with Oppenheimer at this point lol. As for questions - look at ibankingfaq.com and you'll see basically any question you could possibly be asked.

Oct 15, 2017

haha true that thanks for the site

Oct 15, 2017

WSO, Vault and WetFeet guides

Oct 15, 2017

thanks

Oct 15, 2017

Whether this is for analyst or associate level? And whether this Oppenheimer opportunity is through On Campus recruiting or at experienced level.

At M&A level you should be able to explain when does the transaction is accretive or dilutive. How much synergies are needed to make it a zero NPV decision. Let me know what level of details do you need

Oct 15, 2017

thanks

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