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Hi,

There are two types of cases you can have:

1. Commercial due-diligence of the target company
2. Synergies calculation of two merging companies

Note also that it can be a mix of both.

1. For Due Diligence you can use the following structure (It's the official framework from Bain website):

Market

• Size
• Growth rates
• Profitability
• Segments and growth
• Regulation

Competition

• Market shares of competitors and their segments (see the next point)
• Concentration / fragmentation (Fragmented market with lots of small players is less mature and easier to enter from a scratch. Concentrated market is hard to enter but has potential acquisition targets)
• Unit economics of the players (Margins, relative cost position)
• Key capabilities of the players (e.g. suppliers, assets, IP, etc)

Company

• Revenue and growth rates
• Profits
• Unit economics (Margins, costs) in current or target markets
• Key capabilities

Feasibility of exit (in case of a PE company):

• Exit valuation
• Exit time
• Existence of buyers
• Risks

2. For Synergies Calculation you can use the following structure:

1. Revenue synergies - here you calculate the synergies in price and quantity (depending on the case it may be new geographies, new products, new distribution channels, bigger share on shelves crosselling opportunities, etc.)
2. Cost synergies - typically you use a value chain structure tailored to the industry (e.g. supply-production-distribution-marketing-after sales support)
3. Financial synergies - working capital, capital structure, tax
4. Risks - major risks that can decrease the synergies (tip: don't underestimate the merging companies culture factor)
5. Total synergies potential in $, adjusted by risk (probability of failure)

Good luck!

Hi Mia,

I have many VC/PE cases across industries and would be happy to give you a few if you'd like to book a session!

Hi there!

The reason why most strategies (80%) fail is execution. I would start by stressing this concept. For sure the PE firm identified a strategy to make the target grow before acquiring it. So, your action plan has two core macro-steps:

1. Communicating the strategy and the change;
2. Implementing the strategy.

In terms of communication, it’s important to make everyone in the company aware of the change and committed to it. You’ve to create the momentum and keep it high (eg., through interviews with colleagues, banners on the walls, newsletter, etc.)

At the same time, you have to start implementing your plan. On the one hand, by focusing on your clients, in order to increase revenues, on the other one, by focusing on internal operations and supply chain management in order to improve your cost structure.

This is the general framework I’d suggest you adopt. The specific actions will depend on the strategy proposed by the PE firm.

Best of luck!

Hi,

There are two types of frameworks you may use:

1. Commercial due-diligence of the target company
2. Synergies calculation of two merging companies

Note also that it can be a mix of both.

1. For Due Diligence you can use the following structure (It's the official framework from Bain website):

Market

• Size
• Growth rates
• Profitability
• Segments and growth
• Regulation

Competition

• Market shares of competitors and their segments (see the next point)
• Concentration / fragmentation (Fragmented market with lots of small players is less mature and easier to enter from a scratch. Concentrated market is hard to enter but has potential acquisition targets)
• Unit economics of the players (Margins, relative cost position)
• Key capabilities of the players (e.g. suppliers, assets, IP, etc)

Company

• Unit economics (Margins, costs) in current or target markets
• Brand
• Product mix
• Key capabilities

Feasibility of exit (in case of a PE company):

• Exit valuation
• Exit time
• Existence of buyers
• Risks

2. For Synergies Calculation you can use the following structure:

1. Revenue synergies - here you calculate the synergies in price and quantity (depending on the case it may be new geographies, new products, new distribution channels, bigger share on shelves crosselling opportunities, etc.)
2. Cost synergies - typically you use a value chain structure tailored to the industry (e.g. supply-production-distribution-marketing-after sales support)
3. Financial synergies - working capital, capital structure, tax
4. Risks - major risks that can decrease the synergies (tip: don't underestimate the merging companies culture factor)
5. Total synergies potential in $, adjusted by risk (probability of failure)

Good luck!

Hi Anonymous,

congratulations on your offer! In terms of the job expectations, you will mainly have to work on due diligence (usually 4-week period projects) to assess if an acquisition makes sense. This normally involves industry analysis (including analysis of market potential, competitors and customers), target analysis (business plan assessment) and synergies analysis (potential revenue/cost gains) to assess if the acquisition makes sense based on the goal of the PE (usually, an exit in a certain number of years for a certain multiple).

In terms of preparing in advance before you start, I would recommend working on technical, communication and stress management skills.

• On the technical side, Excel will be the most important technical thing to master at the beginning, in particular for VLOOKUPs and Pivot tables; you could also review PowerPoint, which you will also use quite a lot.
  • At BCG we got learning courses we could use to improve on them, and you may receive the same for your target firm, but so far that you have already mastered the skills before joining (you can find several courses online for both), even better.
  • Tip for Excel: learn how to use as much as possible the keyword and relegate the touchpad to the minimum – this will skyrocket your productivity in the long term. Some computer programs such as KeyRocket provide tips to improve on this.
• For what concerns communication, I would recommend the classic book on the topic: “How to Win Friends and Influence People” by Dale Carnegie.
• For stress management, I would recommend two books:
  • “The Miracle Morning” by Hal Elrod – great tips to start in the right way your day
  • “The Magic of Thinking Big” by David Schwartz – a great sum up of some of the best tips be positive, productive and achieve more

Below you can also find a list of things that could be useful to practice during your first weeks:

1. Take notes when your manager tells you something – this will help you to remember details and will show you care about them to the team.
2. Always double check. The first impression is very important in consulting: if you show you are reliable from the beginning, you create a reputation of a reliable person. Double checks should be done on expectations for your job, your excel analysis, your slides – basically everything.
3. Define priorities before starting any set of tasks. The majority of the results usually come from a subset of activities – this is true also for your tasks in consulting. You have to identify which they are and prioritize them – the application of the so-called 80-20 rule or Pareto Principle.
4. Socialize with your colleagues and start to build a network. Consulting is a people business and you should build a good network both within and outside the company. A good start is key to develop good relationships long-term
5. Organize your private life activities. You want to organize your calendar to leave some space for personal activities (sport/ friends/ family). This is not easy but can be managed if you organize well, and long-term will be critical to keep a balance between work and private life. Also, it is better to align with your manager/teammates from the beginning on your core needs, so that there are no surprises later on.
6. Ask for feedback every two-three weeks – this will show you are proactive and willing to learn.
7. Ask for help when you don't know what to do – better to let know you are in trouble with meeting a deadline then missing the deadline.
8. Be social and respectful with the support staff – these people are great and influential as well in the company.

Hope this helps,

Francesco

Many (if not all) PE funds would consider applicants from management consultant firms. They generally like the idea of having applicants with a diverse background and can think about problems in a different way than the typical finance kid. That being said, the fund will expect that you have roughly ~80% of the technical financial skills that an applicant coming from a traditional banking background would have.

You may need to devote a little time self-studying the basics. Here is a list of topics to cover and an intermediate level question you could expect in an interview (though they can get significantly more challenging based on the interviewer)

1. Accounting skills: basic understanding of 3 financial statements
   1. Ex: if you sell $10 of inventory for $20 and no cash is collected today, how would impact the 3 financial statements?
2. Financial skills:
   1. 1. Understanding of key financial concepts: equity, debt, enterprise value, WACC etc (ex: how do you calculate the average cost of capital? //what is this number used for? // if we increase the amount of debt on a company, what happens to WACC
      2. Understanding of valuation methods (Comparables, Transaction Comps, DCF) and metrics (P/E, EV / EBIT(DA)) - calculation and applications
      3. Conceptual questions (ex: what sort of companies would you want to use EBIT multiples? // when would you use EBITDA as a multiple? Walk me through a DCF // what is the difference between levered and unlevered free cash flow?
   2. Modeling skills:
      1. Each fund will have you do a case study/modelling test in a later round. You should be able to build a basic LBO model from scratch, decently formatted in around 2 hours

This stuff is not rocket science and will not be overly hard for anyone who went to a decent college in a hard major. That being said, if you have little exposure to this information before I would assume that it represents roughly 1/3 of the volume of work required in a freshman level calculus class.

I would recommend the wall street oasis guide (WSO) or vault guides. They are well worth the money. The WSO guide, in particular, is helpful because they have lots of these technical questions at varying difficulties. I would suggest getting the guides because the questions I have listed above are fairly easy and you can likely expect questions that can be a fair amount more difficult.

Important note: Quotation from Quora

Hi,

I would prepare for the following:

1. Due-diligence of the target company
2. Synergies calculation of two merging companies

1. For DD you can use the following structure:

Market

• Size
• Growth rates
• Profitability
• Segments
• Distribution channels

Competition

• Market shares of competitors and their segments (see the next point)
• Concentration / fragmentation (Fragmented market with lots of small players is less mature and easier to enter from a scratch. Concentrated market is hard to enter but has potential acquisition targets)
• Unit economics of the players (Margins, relative cost position)
• Key capabilities of the players (e.g. suppliers, assets, IP, etc)

Company

• Financial analysis (Profits, Revenues, growth rates, etc)
• Unit economics (Margins, costs) in current or target markets
• Brand
• Product mix
• Key capabilities
• Valuation

Feasibility of exit (If a PE fund):

• Exit multiples
• Exit time
• Existence of buyers

2. For Synergies Calculation you can use the following structure:

1. Revenue synergies - here you calculate the synergies in price and quantity (depending on the case it may be new geographies, new products, new distribution channels, bigger share on shelves crosselling opportunities, etc.)
2. Cost synergies - typically you use a value chain structure tailored to the industry (e.g. supply-production-distribution-marketing-after sales support)
3. Risks - major risks that can decrease the synergies (tip: don't underestimate the merging companies culture factor)
4. Total synergies potential in $, adjusted by risk (probability of failure)

The cases will be much more detailed in financial part. Depending on the company you'll need to:

• Find the relevant information in P&L and Balance sheet
• Do the simplified valuation using NPV: calculate cash flows and make assumptions about growth rate and discount rate
• Do the valuation using comps - you'll have to explain which comps you will use and why

Good luck!

Hi,

M&A Advisory interviews are different from consulting and are usually much more technical and detailed in the financial part. Usually, they give you much more time to prepare and do the valuation on paper. Depending on the company you'll need to:

• Find the relevant information in P&L, Balance sheet, CF statement
• Do the simplified valuation using NPV: calculate cash flows and make assumptions about growth rate and discount rate
• Do the valuation using comps - you'll have to explain which comps you will use and why
• Do the valuation of the synergies
• Play with different scenarios (e.g. how the stock-price will change if the deal terms leak into media, or how should the companies behave in a bidding process)

There are two types of frameworks you may use:

1. Commercial due-diligence of the target company
2. Synergies calculation of two merging companies

Note also that it can be a mix of both.

1. For Due Diligence you can use the following structure:

Market

• Size
• Growth rates
• Profitability
• Segments
• Distribution channels

Competition

• Market shares of competitors and their segments (see the next point)
• Concentration / fragmentation (Fragmented market with lots of small players is less mature and easier to enter from a scratch. Concentrated market is hard to enter but has potential acquisition targets)
• Unit economics of the players (Margins, relative cost position)
• Key capabilities of the players (e.g. suppliers, assets, IP, etc)

Company

• Unit economics (Margins, costs) in current or target markets
• Brand
• Product mix
• Key capabilities

Feasibility of exit (in case of a PE company):

• Exit valuation
• Exit time
• Existence of buyers
• Risks

2. For Synergies Calculation you can use the following structure:

1. Revenue synergies - here you calculate the synergies in price and quantity (depending on the case it may be new geographies, new products, new distribution channels, bigger share on shelves crosselling opportunities, etc.)
2. Cost synergies - typically you use a value chain structure tailored to the industry (e.g. supply-production-distribution-marketing-after sales support)
3. Financial synergies - working capital, capital structure, tax
4. Risks - major risks that can decrease the synergies (tip: don't underestimate the merging companies culture factor)
5. Total synergies potential in $, adjusted by risk (probability of failure)

Good luck!

Hi!

A business plan is a critical tool to carve out a roadmap for launching and running businesses. Reviewing the business plan and updating it regularly gives Management a chance to monitor progress and take corrective action if things aren't going to plan.

A business plan should be continually monitored to make sure that the business objectives are achieve. This mainly encompasses:

• assessing progress to date
• analyzing the most promising ways to further develop the business

The process of reviewing and analysing your business plan is called the business plan cycle. Depending on the type of business, this process can typically be:

• continuous - with the plan regularly updated and monitored
• annual - with the plan broken down into four quarterly operating plans

Sales driven businesses sometimes use a monthly operating plan, and weekly targets and reviews if needed.

Especially in the context of a (potential) acquisition, reviewing the business plan of the target is a crucial element of the wider commercial due diligence.

Cheers, Sidi

Hi!

A commercial due diligence is the process a corporation or PE firm undertakes to assess a target company's commercial attractiveness. It is an analysis of the target company performance and potential problems that may occur as a result of an acquisition.

Generally speaking, there are four major sources of value that can be unlocked by acquiring a business:

1. Achieve synergy benefits. Synergies come from increased utilisation of resources and often are realised by consolidation of assets or reductions in headcount within the combined entity.
2. Achieve revenue growth by introducing new products or services, accessing new markets, entering new geographies or increasing the routes to market for existing products.
3. Achieve a strategic advantage that presents new pathways to future growth. This may include industry disruption enabled by acquired technology, extracting value from underutilised assets, or acquiring capabilities that allow level shifts.
4. Transform a company’s business model by restructure, financial engineering or changes to management structure.

The commercial due diligence provides a full overview of the target's potential to create post-acquisition value against the backdrop of its internal and external environment.

The overall process can be roughly divided into the following stages:

1. A corporation or private equity firm will liaise with a third party to conduct the report on their behalf.
2. The third-party then prepares a commercial due diligence report, outlining the information required for a potential acquisition.
3. This report is then reviewed the prospective buyer, in conjunction with other reports, before a final decision is made.

Typically the report will include the following information:

• Review of the target's business plan and predictions
  • How realistic are these targets?
  • How achievable is the business plan?
• Research and assessment of the market
  • Where is the target positioned within the market?
  • Where is the market heading? How could this affect the value of the target company?
  • What are the trends in the market?
• Analysis of competitors and customer base
  • Who are the strongest and weakest competitors?
  • How does the target perform against its competitors?
  • What is its customer profile?
• Revenue and gross margin modelling
  • Will the target reach its projected revenues?
  • How much can the target company be expected to make over a set period of time?
• Pricing and margins
  • How have average prices fluctuated historically?
  • What is the forecast for prices in the future?

Cheers, Sidi

Hi Anonymous,

as always, the central rule is that you need to understand the OBJECTIVES of the client first! If the client is the seller, he might be heavily interested in the future of the company (in this case you need to include the elements you outlined), or at the other extreme he might be only interested in maximizing the monetary value he can appropriate (in this case these "soft" factors only play a side role in terms of risk factors that could endanger the deal if the buy side is seeing an issue there).

But the central notion is that without clarifying the objective of the client, it is simply impossible to come up with a rigorous structure/decision logic.

Cheers, Sidi

Hi there, well done on getting the interview! In answer to your questions:

1) The term you are looking for is "PEG" - Private Equity Group, or PEG Ringfence. In Bain, this is separate to the rest of consulting, called the General Practice, "GP".

It basically refers to work we mostly carry out for large private equity funds in either performing the Due Diligence on a potential asset (i.e. company they are considering to buy) or doing the post-acquisition value creation (i.e. after a company is bought, increasing its profits). Note it's separate from Bain Capital or actual Private Equity (i.e. we only advise, don't actually invest).

2) Your question is a bit unclear but for market sizing, the most important part is laying out a clear and logical structure upfront. An issue tree is a useful tool to use here. Once you've done that, assumptions are less important, and depending on the case you should feel free to discuss your assumptions with the interviewer. Also, be ready to evaluate your method after and think of potential simplifications, and what assumptions you would want to test more.

Good luck!

Hi

Basically its a due diligence. In term of structure its probably the easiest since its always more or less the same issues to tackles

1. Check market attractivness

2. Assess target performance and future potential

3. Challenge BP + exit opportunities

So to answer your question :

5 things to know about the market

1.What is the target market : type of shoes (men, woman, kids, sports, high end), etc. and geography (spain only, europe, worldwide)

2. What is the size of the target market

3. what is the trends (past and future) of the targetted segment

4. How is competition structured on the targgetted segment

5. What are the different distribution channels and how are sales distributed

5 things about the target

1. How are we performing economically

2. what is ou market share and are we winnning / losing field over competition

3. Are we positionned on the right segment (based on trend x size x distriubtion channels)

4. How are operations performing ?

5. Is the company well positionned for the future trends

Hope this helps

Best

Benjamin

Hi!

You are right - such a laundry list of buckets to look into feels (and actually is!) completely arbitrary.

A structure to approach a case should be rooted in the actual question that you need to address. From there, you should define the criterion to answer this question, and build a corresponding value driver tree with branches and sub branches. All the elements that you have listed above (market structure, target company operations/capabilities, synergy levers, etc.) should be mapped to the different sub branches of your value driver tree. This is true, regardless of whether you are looking at a PE/M&A scenario, or market entry, or capacity expansion, or new product launch, etc. etc.

The crucial point is that, thereby, you create a rigorous thinking frame which organizes all relevant elements into a structure by which you can link the analysis of every element back to the core question you need to answer by means of logic.

Unfortunately, no case books are revealing this to candidates, creating the illusion to candidates that "learning frameworks" is an acceptable approach towards cases.

Cheers, Sidi

Hello,

I agree with others. I would add in the company (companies in this case) bucket:

• Potential synergies: both positive (procurement, manufacturing, distribution, marketing, economies of scale and scope) and negative (cultural clash!).
• Acquisition cost.

Regards.

To make sure there are no misunderstanding, there is an important distinction to answer this question. Bain PE practice is a different thing than Bain Capital and the path to move from the former to the latter, while present, is hard (like any exit from consulting to large PE - unless you move into portfolio operations).

That said Bain PE practice does both commerical due diligences and vendor due diligences for Bain Capital (and other PEs) and also helps them with strategic and turnaround plans for portfolio companies. Project mix (in terms of number of projects, not in terms of $ revenue from projects for the firm) is skewed towards the former (50 - 60%) as PE firms usually have their portfolio team that either directly operates or sits on the board of their portfolio companies.

Hope it helps,

Andrea

Hi Anonymous,

quoting a previous post that I wrote, I would consider the following steps:

1) GOAL CLARIFICATION. It is always good to start with the end in mind – thus what is the specific reason why they want to buy the company? Just make profits reselling in 3 years for a higher price? Benefit from synergies with a portfolio company? Test the market for a bigger acquisition?

2) INDUSTRY. There are two macrovariables here.

• Key industry numbers/facts. This includes for the market and potential subsegments the following
  • Growth
  • Size
  • Barriers to entry (BTE)
• Key industry players. This includes:
  • Customers segmentation
  • Competition
  • Occasionally for some cases: suppliers and substitutes.

You should present this area connecting with the goal, and not purely listing the elements to analyse as if it was a laundry list. The best way to do so is explain how a certain variable will help you to achieve you goal. Eg, if your goal is to increase revenues, don’t simply say “I want to look at growth, size and BTE”, rather “I want to look at growth and size – this will tell me if the market has the potential to provide enough revenues for our client. I would also like to check BTE, to understand which are the obstacles in entering such a market and thus increase revenues”.

3) COMPANY - TARGET OBJECTIVE FEASIBILITY. Here you want to check the fit between the client and the selected industries.

• Can our specific client reach its objective in the selected market (eg profits, revenues, increase in value, etc)?
• Are there positive or negative synergies with the acquisition?

In the first point, you will probably have to go through a profitability/revenue/cost framework, to calculate the effective result.

4) PRICE AND CAPABILITIES. Once you know the industry is attractive and you can reach you goal, you should consider if the price is fair and you have enough capabilities

• Is the price fair? To understand so, you should do a comparison between the acquisition price and the company value, using multiples in the industry or a DCF analysis.
• Do we have enough money and other required resources (eg more proper management) to implement our strategy?

You can find more information on the DCF analysis at the link below: https://www.preplounge.com/en/consulting-forum/case-net-present-value-calculations-325

5) RISKS AND NEXT STEPS. What are the major elements that we should further analyse based on the previous points (eg regulator decision, potential other targets to consider, implementation risks, exit strategies)?

Hope this helps,

Francesco

Most (all?) MBB firms divide our their private equity practices (sometimes divided into CDD and portfolio) from Financial Services. Assuming you're talking about the former, the process is usually the same in terms of cases (maybe more of a PE focus), but there will be more of an industry focus from a senior Consultant/ Partner in that sector to check your background and experience.