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?

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:

https://www.youtube.com/watch?v=axTfcs2hUgI

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?

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.