M&A
Articles
The M&A Sell-Side Process: A Step-by-Step Guide from an Investment Bank's Perspective
The sell-side M&A process explained from the bank's perspective: all 10 phases, from teaser and CIM through binding offers to signing and closing. Jetzt üben.
Why Do Companies Merge? Strategic vs. Financial Buyers Explained
M&A rationale explained: why companies acquire instead of growing organically, how strategic and financial buyers value targets differently, and when a deal creates value.
How to Answer 'Why Do Companies Do M&A?' in an Interview
A structured framework for answering the classic M&A interview question, plus a worked example showing how to test whether a deal actually creates value.
Strategic vs. Financial Buyer: The 3 Types of M&A Buyers Explained
Strategic acquirer, private equity fund, or family office — every M&A buyer type has different motivations, financing, and a different price ceiling. Here's how they differ.
How to Answer "Walk Me Through the Types of M&A Buyers" in an Interview
A step-by-step framework for answering the classic M&A interview question on strategic, private equity, and family office buyers — with a worked numerical example.
What Is Accretion/Dilution in M&A? EPS Impact Explained
A plain-English guide to accretion and dilution in M&A: what the terms mean, why the acquirer's P/E multiple drives the outcome, and how to spot it before building a full model.
How to Calculate Accretion/Dilution: A Step-by-Step Interview Walkthrough
Learn how to calculate accretion/dilution for a stock-for-stock M&A deal, step by step — exchange ratio, pro forma EPS, and the break-even P/E rule interviewers expect you to know.
What Is Accretion/Dilution Analysis? A Guide for M&A Interviews
A plain-English guide to accretion/dilution analysis in M&A: why it matters, the intuition behind cash vs. stock deals, and how synergies factor in.
How to Answer Accretion/Dilution Interview Questions (Step by Step)
A step-by-step framework for solving accretion/dilution interview questions, including the cash vs. stock mental-math shortcut and how to solve for synergy break-even.
What Is a Merger Consequences Model? Key Assumptions Explained
A merger consequences model combines acquirer and target financials to test if a deal is EPS-accretive or dilutive. Learn the key assumptions that drive the output.
How to Answer "Walk Me Through a Merger Model" in an Interview
A step-by-step framework for answering the merger consequences / accretion-dilution question in finance interviews, plus the follow-up most candidates miss.
What Are M&A Synergies? Revenue vs. Cost Synergies Explained
A clear breakdown of revenue and cost synergies in M&A, why interviewers care, and why cost synergies are trusted more than revenue synergies.
How to Calculate M&A Synergies in an Interview (Step-by-Step)
A step-by-step method for calculating risk-adjusted, phased M&A synergies — the approach interviewers expect in valuation and M&A cases.
Cash vs. Stock Deal: What's the Difference for Sellers?
A clear breakdown of how cash and stock consideration differ in M&A — tax treatment, ongoing risk, and what each choice signals about the buyer's conviction.
How to Answer 'Cash or Stock?' in an M&A Interview
How to structure an answer when an interviewer asks how you'd advise a client on cash vs. stock consideration in an M&A deal, with the framework and numbers to back it up.
What Is a MAC Clause in M&A? Material Adverse Change Explained
A plain-English guide to Material Adverse Change (MAC) clauses in M&A agreements: what they protect against, common carve-outs, and why they're rarely successfully invoked.
How to Answer MAC Clause Questions in an M&A Interview
How to structure an answer when an interviewer asks you to assess whether an event triggers a Material Adverse Change (MAC) clause, with the framework and a worked example.
What Is a Working Capital Peg in M&A?
A working capital peg sets the 'normal' level of working capital a seller must leave in the business at closing. Learn how it's set, why it matters, and how the true-up adjusts the purchase price.
How to Answer Working Capital Peg Questions in an M&A Interview
A step-by-step framework for answering working capital peg and purchase price true-up questions in M&A interviews, with a full worked numeric example.
What Is an Acqui-Hire? How Tech Companies Value Talent-Driven Acquisitions
Acqui-hires are M&A deals where the target's team and technology are the prize, not its revenue. Learn how buyers value talent, IP, and structure retention.
How to Answer an Acqui-Hire Valuation Question in an M&A Interview
A step-by-step framework for answering acqui-hire valuation questions in interviews: cost-per-engineer, IP value, and the upfront-vs-retention split.
What Is a Poison Pill? Hostile Takeover Defenses Explained
A plain-English guide to poison pills, staggered boards, white knights, and Pac-Man defenses — how target companies actually fight off hostile takeover bids.
How to Answer Hostile Takeover Defense Questions in M&A Interviews
A framework for answering poison pill, white knight, and staggered board interview questions — plus a worked example of how a poison pill dilutes an acquirer.
What Makes Cross-Border M&A in Germany So Complex? Tax, Co-Determination, and Culture Explained
Cross-border M&A in the DACH region: why German tax structuring, co-determination and cultural integration make deals harder than the model implies. Jetzt üben.
Cross-Border M&A Interview Question: How to Value a DACH Acquisition Step by Step
How do you value a DACH acquisition in an interview? A five-step framework covering tax leakage, co-determination delay and risk-adjusted synergies. Jetzt üben.
What Is an Earn-Out in M&A? A Plain-English Guide
A clear explanation of how earn-outs work in M&A deals, why buyers and sellers use them to bridge valuation gaps, and how they're typically structured and valued.
How to Answer 'How Would You Structure an Earn-Out?' in an M&A Interview
A step-by-step framework for answering earn-out structuring questions in M&A interviews, including how to size, discount, and probability-weight the payout.
What Is a SPAC? Structure, Sponsor Promote, and the De-SPAC Process Explained
A plain-English guide to how a SPAC is structured, how the sponsor's 20% promote actually pays out, and what happens during the de-SPAC merger process.
How to Answer SPAC Interview Questions: Sponsor Economics and Conflicts of Interest
A step-by-step framework for answering 'walk me through a SPAC' interview questions, including how to quantify the sponsor's promote and return multiple.
What Is a Material Adverse Change (MAC) Clause in M&A?
A plain-English guide to Material Adverse Change (MAC) clauses in M&A deals: what they cover, why they're rarely invoked successfully, and how the Tiffany-LVMH dispute shows the clause in action.
How to Answer MAC Clause Interview Questions (With the Tiffany-LVMH Case)
A step-by-step framework for answering Material Adverse Change (MAC) clause interview questions, illustrated with the real 2020 Tiffany-LVMH deal break and settlement.
What Is a Dual-Track Process? Running an IPO and M&A Sale in Parallel
A dual-track process runs an IPO and an M&A sale in parallel to capture optionality value — here's how it works, what it costs, and when boards should use it.
How to Answer a Dual-Track Process Question in an M&A Interview
A step-by-step framework for answering dual-track process interview questions: optionality value, market window risk, and the sunk-cost trap explained.
What Is Private Equity Due Diligence? Commercial, Financial, and Operational DD Explained
What is private equity due diligence? Learn the commercial, financial, and operational DD workstreams and how PE firms prioritize them. Jetzt üben.
How to Answer PE Due Diligence Interview Questions: A Step-by-Step Framework
A step-by-step framework for answering private equity due diligence interview questions, with a worked prioritization example and follow-ups. Jetzt üben.
Sell-Side M&A Interview Questions and How to Answer Them
Sell-side M&A interview questions with model answers: the process walkthrough, buy-side vs sell-side, auction design, and the working capital peg. Jetzt üben.
Cases
What Is M&A and Why Do Companies Do It?
Why do companies pursue M&A instead of growing organically, and what's the difference between a strategic buyer and a financial buyer? Walk me through the main reasons companies do deals — and what typically causes those deals to destroy value instead of creating it.
Types of Buyers: Strategic, Private Equity, and Family Office
As a junior banker preparing a sell-side pitch, you are tasked with explaining how strategic acquirers, private equity buyers, and family offices differ in their motivations and required returns, and using that framework to estimate the enterprise value each buyer type would realistically offer for a mid-market target.
Accretion/Dilution: The Basic Concept
As an M&A analyst, you are tasked with determining whether a proposed 100% stock acquisition will be accretive or dilutive to the acquirer's earnings per share (EPS), and explaining why EPS accretion or dilution isn't the only metric that matters when judging whether a deal makes sense.
Full Accretion/Dilution Analysis
As an M&A analyst, you are tasked with building a full accretion/dilution analysis for an acquisition — modeling pro-forma EPS under both an all-cash and an all-stock consideration structure, and then solving for the pre-tax synergies each structure would need to reach EPS breakeven.
Merger Consequences Model
Combining two companies: key assumptions and what the output tells you
Synergy Case: Revenue and Cost
As an M&A analyst working on a merger between two companies, you have been asked to quantify the deal's revenue and cost synergies, build a realistic multi-year timeline for capturing them, apply probability-weighting to reflect execution risk, and phase the value into the combined company's financial plan.
Cash vs. Stock Consideration
As an M&A analyst advising the board of the target company, you are tasked with comparing what the seller actually receives — and how much risk they retain — under a cash offer versus a stock offer for the same $400 million headline price.
MAC Clause and Deal Closing Risk
Material adverse change: what qualifies, negotiation dynamics
M&A Due Diligence Priorities
What to check first, red flags by workstream, go/no-go framework
Working Capital Peg in M&A
As an M&A analyst, you are tasked with explaining why buyers and sellers negotiate a working capital peg into a purchase agreement, and then calculating the purchase price true-up when a target's actual closing working capital differs from that peg.
Tech M&A: Acqui-Hire and IP Acquisitions
As an M&A analyst at a technology company, you are tasked with structuring the valuation and consideration for an acqui-hire: acquiring a 15-person AI engineering startup with negligible revenue, where the buyer is paying primarily for the team and its underlying technology, not for a stream of cash flows.
Hostile Takeover and Defense Tactics
As a member of the target company's board, you are tasked with evaluating how a poison pill (shareholder rights plan) can be used to defend against a hostile takeover bid, and quantifying how much it dilutes the acquirer's economic and voting power. You are also asked to compare a competing white knight offer against the original hostile bid.
Cross-Border M&A: DACH Complexity
As an M&A associate advising a strategic acquirer, you are tasked with quantifying how German tax structuring rules, co-determination (Mitbestimmung) requirements, and cross-border cultural integration risk change the value of an otherwise straightforward acquisition of a DACH-region target.
Earn-Out Structuring
As the M&A associate structuring a deal with a valuation gap between buyer and seller, you're asked in an interview: "How do you design an earn-out to bridge a price disagreement, and what usually goes wrong with them?"
SPAC Transactions
As an M&A associate evaluating a potential SPAC merger target, you're asked in an interview: "Walk me through how a SPAC is structured from IPO to de-SPAC, how the sponsor actually makes money, and where the conflicts of interest between the sponsor and public shareholders show up."
MAC in Volatile Markets
As an M&A associate advising on deal risk, you are tasked with analyzing a real COVID-era deal break — LVMH's 2020 attempt to exit its agreement to acquire Tiffany & Co. — and assessing whether the buyer had a credible legal basis to invoke a Material Adverse Change clause, then quantifying the economic outcome of the settlement that followed.
Dual-Track Process: IPO vs. M&A
Running both simultaneously, optionality value, when to pull the trigger