Last minute interview guide.
FIT QUESTIONS
Tell me about yourself/Walk me through your resume?
Why do you want to work at X firm?
Why do you want to work in X industry as opposed to being a generalist or working in other industries?
Why do you want to work in private equity over investment banking?
Where else are you interviewing and how do you differentiate between firms?
What do you like and what don’t you like about investment banking?
How was you last review like? What were the positives and negatives?
What do you outside work for fun?
What is the most creative solution you have made?
How would you friends describe you and how would you coworkers describe you
What is the biggest risk you’ve taken in your life?
What are you most proud of in your life to date?
In thirty seconds, convince me that you are the best person for this job?
Tell me about something interesting you’ve read recently?
Which company do you like in our portfolio and which company do you dislike?
What should we invest in?
TECHNICAL QUESTIONS
1. Walk me down from Net Income to unlevered free cash flow.
Net Income
Plus: D&A
Plus: Interest Expense
Less: Tax shield on Interest Expense (Interest x Tax Rate)
Less: Capital Expenditures
Less: Net Working Capital
2. Pick any of the deals on your resume and walk me down from Revenue to Levered Free Cash flow?
3. What are the three ways to earn desired IRR?
EBITDA growth (through revenue growth or margin expansion or combination)
Leverage and corresponding shrinking of equity check
Multiple expansion (although not a good assumption to rely on this)
4. How does an increase of $10 in PIK affect the three statements?
5. Why would a PE firm use convertible preferred equity?
6. How do PE companies protect against downside risk?
Finance the transaction with preferred equity/convertible debt, can turn into equity if company does well - Earnout: Place money in an escrow account
7. What is a dividend recap why would a PE company do a dividend recap?
8. Pitch me a good LBO candidate in 60 seconds?
9. Which industry would you invest in and why?
10. Pick a business and tell me why is valued different to its peers?
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11. Why does valuation differ?
Growth Profile
Competitive Positioning
Cost Structure
Operating Expenses (Opex)
Free Cash Flow (FCF) Profile
Management Team
Future Strategy
12. What’s the most complicated model you have built?
13. What is the best business you’ve seen?
14. What might cause two companies with identical financial statements to be valued differently?
The financial statements do a good job of describing a company’s historical performance, but they do not necessarily tell us everything we need to know about a company’s future performance. Since the value of a company depends primarily on its expected future performance, the financial statements are insufficient. Some important things financial statements don’t tell us include, but are not limited to:
The future growth of the company’s industry
The company’s competitive position including share, relationships, patents, etc.
The reputation and capabilities of the company’s management team
The quality of the company’s future strategy
15. Two deals guaranteed to generate exactly 20% IRR, but you can only choose one in your investment committee. What are some questions you would have to determine which investment to choose?
Time horizon of investments / cash multiple; longer investments with same IRR = more cash - Price of investment relative to comparable companies and transactions
Asset intensiveness of business; sponsor may not be willing to invest major spend - Industry/sector of investments; some sponsors prefer certain industries which will have different competitive forces
Management team; sponsors may have a preference for working with a given management team - Seller; if seller is financial sponsor, may not be interesting to acquirer
Existing leverage and PF leverage for transaction; can affect risk and cash flow profile of business - Club deal? Some sponsors prefer to control the investment and not have others in charge
16. Suppose a company generates $100MM in free cash flow every year no matter what the sales growth, capital expenditures, etc. Without relying on leverage or multiple expansion, is it possible to invest in this asset and achieve a 20% IRR?
Yes, depending on the price this could be a financially successful investment e.g. $400MM price would mean you get 2.25x [($400MM exit + $500MM of FCF)/($400MM price)] cash multiple over 5 years = ~20% IRR
17. Why does PE use leverage? Or how does leverage increase PE returns?
The short answer is that PE returns are calculated based on return on their invested equity. Using leverage to do deals allows you to use less equity which means the ultimate returns are larger in comparison to the amount of equity initially invested.
Another way to look at it is that the cost of leverage (debt) is lower than the cost of equity because equity is priced to an IRR of 20%+, whereas the annual interest expense on debt is usually below 10%.
Yet another way to look at it is using a lot of debt makes the return on equity much more volatile and much riskier because the debt must be repaid before the equity gets any return. The high returns on PE equity may be seen as the fair return associated with the extra risk associated with high leverage.
18. What are some of the due diligence questions that you would ask if buying a company?
You might start off with industry questions to determine if it is an industry that the sponsor would want to be in, and then determine how well positioned the company is within that industry.
Ask about market rivalry, whether the industry is growing, what the company’s and its competitors respective market shares are, what the primary strategy for product competition (brand, quality, price?) is.
Ask whether there are barriers to entry or economies of scale, supplier and buyer power, threat of substitutes, etc. Then move onto questions about the company’s own operating performance.
Zero in on growth, what is projected, how much is attributed to growth of the industry versus market share gains.
What is the resilience of this company to downturns?
What demographics is the revenue focused in, and how will these demographics change?
What is the cost structure, how efficient are the supply and distribution chains?
What’s the proportion of fixed to variable costs?
How well do you utilize assets?
Ask about capital expenditures, growth versus maintenance. Also ask about how working capital is managed.
How well do you collect on account receivables or manage accounts payable?
Next, move to financials: How much cash is available right now?
What are the projected financials?
Then you want to ask about opportunities: Are there non-core or unprofitable assets or business lines?
Is there opportunity for improvement or rationalization?
You also care significantly about the quality of management. How long have they been in their positions, what are their backgrounds? Is the sponsor able to replace them, if needed?
What are the legal and regulatory risks? Are there any HR issues, like union or labor problems?
What’s your exit strategy here? Is the industry consolidating so that a sale might be made easier?
19. If I handed you an offering memorandum, what are some of the things you’d think about?
You would think about how you would value the company; whether it was a good LBO candidate.
You’d try to understand the business as much as possible, especially in operational points like capex, working capital needs, margins, customers, etc.
Y ou’d examine at the industry, look for growth opportunities and question whether the sponsor and/or management could capitalize on those opportunities.
You would wonder what would be appropriate capital structure, and whether it is achievable in the current markets. Most importantly, you’d think about all the potential risks.
20. How would you gauge a company’s competitive position?
Market share
Profit margins
Product breadth and quality
Management team quality
Other signs of competitive strength:
Lowest-cost product / service delivery model
Strong intellectual property (IP) such as patents
Low levels of customer “churn” (customers rarely stop being customers)
Excellent physical locations (important for retail companies)
Diversified customer and supplier base
Diversified revenue sources
High levels of recurring revenue
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DEAL SPECIFIC QUESTIONS
What was the strategic rationale?
Discuss the industry outlook and trends
What were the comps? How did you choose them? What were they trading at?
How did you value it?
Was it a good deal? Why?
If you worked for a PE firm, would you recommend acquiring the target? Why or why not? How did the investment/deal perform?
What were the sources and uses of funds (“S&U”) and the interest rates on the debt tranches?
Were there any synergies? How did you calculate them?
What were the credit stats?
What were the acquisition multiples and premium (if public company)?
What were the projected returns?
Would another financial or strategic buyer have paid more?
Why was it an auction/limited auction/private sale/etc.?
Why didn’t the deal go through?
Walk me through the model
Talk about three to five positive aspects of the deal. Talk about three to five negative aspects of the deal
What was your role in this deal?
What are the drivers of growth?
What were the margins? What is the growth rate of revenue? Where is the revenue growth coming from, overall industry growth or increased market share?
What is the growth rate of EBITDA? What is their market share? Who is the customer base? Who are the suppliers?
What are the fixed versus variable costs? How much maintenance versus growth capex is there?
What other companies could the acquirer have bought?
What did you learn from the deal?
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