private equity case study framework

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The Private Equity Case Study: The Ultimate Guide

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The private equity case study is an especially intimidating part of the private equity recruitment process .

You’ll get a “case study” in virtually any private equity interview process , whether you’re interviewing at the mega-funds (Blackstone, KKR, Apollo, etc.), middle-market funds , or smaller, startup funds.

The difference is that each one gives you a different type of case study, which means you need to prepare differently:

What Should You Expect in a Private Equity Case Study?

There are three different types of “case studies”:

• Type #1: A “ paper LBO ,” calculated with pen-and-paper or in your head, in which you build a simple leveraged buyout model and use round numbers to guesstimate the IRR.
• Type #2: A 1-3-hour timed LBO modeling test , either on-site or via Zoom and email. This is a pure speed test , so proficiency in the key Excel shortcuts and practice with many modeling tests are essential.
• Type #3: A “take-home” LBO model and presentation, in which you might have a few days up to a week to pick a company, research it, build a model, and make a recommendation for or against an acquisition of the company.

We will focus on the “take-home” private equity case study here because the other types already have their own articles/tutorials or will have them soon.

If you’re interviewing within the fast-paced, on-cycle recruiting process with large funds in the U.S. , you should expect timed LBO modeling tests (type #2).

If the firm interviews dozens of candidates in a single weekend, there’s no time to give everyone open-ended case studies and assess them.

You might also get time-pressured LBO modeling tests in early rounds in other financial centers, such as London .

The open-ended case studies – type #3 – are more common at smaller funds, in off-cycle recruiting, and outside the U.S.

Although you have more time to complete them, they’re significantly more difficult because they require critical thinking skills and outside research.

One common misconception is that you “need” to build a complex model for these case studies.

But that is not true at all because they’re judging you mostly on your investment thesis , your presentation, and your ability to answer questions afterward.

No one cares if your LBO model has 200 rows, 500 rows, or 5,000 rows – they care about how well you make the case for or against the company.

This open-ended private equity case study is often the final step between the interview and the job offer, so it is critically important.

The Private Equity Case Study, in Parts

This is another technical tutorial, so I’ve embedded the corresponding YouTube video below:

Table of Contents:

• 4:32: Part 1: Typical Case Study Prompt
• 6:07: Part 2: Suggested Time Split for a 1-Week Case Study
• 8:01: Part 3: Screening and Selecting a Company
• 14:16: Part 4: Gathering Data and Doing Industry Research
• 22:51: Part 5: Building a Simple But Effective Model
• 26:32: Part 6: Drafting an Investment Recommendation

Files & Resources:

• Case Study Prompt (PDF)
• Private Equity Case Study Slides (PDF)
• Cars.com – Highlighted 10-K (PDF)
• Cars.com – Investor Presentation (PDF)
• Cars.com – Excel Model (XL)
• Cars.com – Investment Recommendation Presentation (PDF)

We’re going to use Cars.com in this example, which is one of the many case studies in our Advanced Financial Modeling course:

Advanced Financial Modeling

Learn more complex "on the job" investment banking models and complete private equity, hedge fund, and credit case studies to win buy-side job offers.

The full course includes a detailed, step-by-step walkthrough rather than this summary, an additional advanced LBO model, and other complex case studies for investment banking, hedge funds, and credit.

Part 1: Typical Private Equity Case Study Prompt

In some cases, they’ll give you a company to analyze, but in others, you’ll have to screen for companies yourself and pick one.

It’s easier if they give you the company and the supporting documents like the Information Memorandum , but you’ll also have less time to complete the case study.

The prompt here is very open-ended: “We like these types of deals and companies, so pick one and present it to us.”

The instructions are helpful in one way: they tell us explicitly not to build a full 3-statement model and to focus on the market and strategy rather than an “extremely complex model.”

They also hint very strongly that the model must include sensitivities and/or scenarios:

Part 2: Suggested Time Split for a 1-Week Private Equity Case Study

You have 7 days to complete this case study, which may seem like a lot of time.

But the problem is that you probably don’t have 8-12 hours per day to work on this.

You’re likely working or studying full-time, which means you might have 2-3 hours per day at most.

So, I would suggest the following schedule:

• Day #1: Read the document, understand the PE firm’s strategy, and pick a company to analyze.
• Days #2 – 3: Gather data on the company’s industry, its financial statements, its revenue/expense drivers, etc.
• Days #4 – 6: Build a simple LBO model (<= 300 rows), ideally using an existing template to save time.
• Day #7: Outline and draft your presentation, let the numbers drive your decisions, and support them with the qualitative factors.

If the presentation is shorter (e.g., 5 slides rather than 15) or longer, you could tweak this schedule as needed.

But regardless of the presentation length, you should spend MORE time on the research, data gathering, and presentation than on the LBO model itself.

Part 3: Screening and Selecting a Company

The criteria are simple and straightforward here: “The firm aims to find undervalued companies with stagnant or declining core businesses that can be acquired at reasonable valuation multiples and then turn them around via restructuring, divestitures , and add-on acquisitions.”

The industry could be consumer, media/telecom, or software, with an ideal Purchase Enterprise Value of $500 million to $1 billion (sometimes up to $2 billion).

Reading between the lines, I would add a few criteria:

• Consistent FCF Generation and 10-20%+ FCF Yields: Strategies such as turnarounds and add-on acquisitions all require cash flow. If the company doesn’t generate much Free Cash Flow , it will have to issue Debt to fund these strategies, which is risky because it makes the deal very dependent on the exit multiple.
• Relatively Lower EBITDA Multiples: If the company has a “stagnant or declining” core business, you don’t want to pay 20x EBITDA for it. An ideal range might be 5-10x, but 10-15x could be OK if there are good growth opportunities. The IRR math also gets tougher at high EBITDA multiples because the maximum Debt in most deals is 5-6x.
• Clean Financial Statements and Enough Detail for Revenue and Expense Projections: You don’t want companies with 2-page-long Cash Flow Statements or Balance Sheets with 100 line items; you can’t spare the time required to simplify and consolidate these statements. And you need some detail on the revenue and expenses because forecasting revenue as a simple percentage Year-Over-Year (YoY) growth rate is a bad idea in this context.

We used this process to screen for companies here:

• Step 1: Do a high-level screen of companies in these 3 sectors based on industry, Equity Value or Enterprise Value, and geography.
• Step 2: Quickly review the list of ~200 companies to narrow the sector.
• Step 3: After picking a specific sector, narrow the choices to the top few companies and pick one of them.

In software , many of the companies traded at very high multiples (30x+ EBITDA), and others had negative EBITDA , so we dropped this sector.

In consumer/retail , the companies had more reasonable multiples (5-10x), but most also had low margins and weak FCF generation.

And in media/telecom , quite a few companies had lower multiples, but the FCF math was challenging because many companies had high CapEx requirements (at least on the telecom side).

We eliminated companies with very high multiples, negative EBITDA, and exorbitant CapEx, which left this set:

Within this set, we then eliminated companies with negative FCF, minimal information on revenue/expenses, somewhat-higher multiples, and those whose businesses were declining too much (e.g., 20-30% annual declines).

We settled on Cars.com because it had a 9.4x EBITDA multiple at the time of this screen, a declining business with modest projected growth, 25-30% margins, and reasonable FCF generation with FCF yields between 10% and 15%.

If you don’t have Capital IQ for this exercise, you’ll have to rely on FinViz and use P / E multiples as a proxy for EBITDA multiples.

You can click through to each company to view the P / FCF multiples, which you can flip around to get the FCF yields.

In this case, don’t even bother looking for revenue and expense information until you have your top 2-3 candidates.

Part 4: Gathering Data and Doing Industry Research

Once you have the company, you can spend the next few days skimming through its most recent annual report and investor presentation, focusing on its financial statements and revenue/expense drivers.

With Cars.com, it’s clear that the company’s “Dealer Customers” and Average Revenue per Dealer will be key drivers:

The company also has significant website traffic and earns advertising revenue from that, but it’s small next to the amount it earns from charging car dealers to use its services:

It’s clear from this quick review that we’ll need some outside research to estimate these drivers, as the company’s filings and investor presentation have little.

Fortunately, it’s easy to Google the number of new and used car dealers in the U.S. and estimate the market size and share like that:

The company’s market share has been declining , and we expect that trend to continue, but it’s not clear how rapid the decline will be.

Consumers are increasingly buying directly from other consumers, and dealers have less reason to use the company’s marketplace services than in past years.

We create an area for these key drivers, with scenarios for the most uncertain one:

You might be wondering why there’s no assumed uptick in market share since this is supposed to be a “turnaround” case study.

The short answer is that we think the company is unlikely to “turn around” its core business in this time frame, so it will have to move into new areas via bolt-on acquisitions .

For example, maybe it could acquire smaller firms that sell software and services to dealers, or it could acquire physical or online car dealerships directly.

Another option is to acquire companies that can better monetize Cars.com’s large and growing web traffic – such as companies that sell auto finance leads.

As part of this process, we also need to research smaller companies to acquire, but there isn’t much to say about this part.

It comes down to running searches on Capital IQ for smaller companies in related industries and entering keywords like “auto” in the business description field.

In terms of the other financial statement drivers , many expenses here are simple percentages of revenue, but we could also link them to the employee count.

We also link the website traffic to the sales & marketing spending to capture the spending required for growth in that area.

Finally, we need to input the financial statements for the company, which is not that hard since they’re already fairly clean:

It might be worth consolidating a few items here, but the Income Statement and partial Cash Flow Statement are mostly fine, which means the Excel versions are close to the ones in the annual report.

Part 5: Building a Simple But Effective Model

The case study instructions state that a full 3-statement model is not necessary – but even if they had not, such a model would rarely be worthwhile.

Remember that LBO models, just like DCF models , are based on cash flow and EBITDA multiples ; the full statements add almost nothing since you can track the Cash and Debt balances separately.

In terms of model complexity, a single-sheet LBO with 200-300 rows in Excel is fine for this exercise.

You’re not going to get “extra credit” for a super-complex LBO model that takes days to understand.

The key schedules here are:

• Transaction Assumptions – Including the purchase price, exit assumptions, scenarios, and tranches of debt. Skip the working capital adjustment unless they specifically ask for it. For more on these nuances, see our coverage of Enterprise Value vs. purchase price and cash-free debt-free deals .
• Sources & Uses – Short and simple but required to calculate the Investor Equity.
• Revenue, Expense, and Cash Flow Drivers – These don’t need to be super-complex; the goal is to go beyond projecting revenue as a simple percentage growth rate.
• Income Statement and Partial Cash Flow Statement – The goal is to calculate Free Cash Flow because that drives Debt repayment and Cash generation in an LBO.
• Add-On Acquisitions – These are part of the “turnaround strategy” in this deal, so they’re quite important.
• Debt Schedule – This one is quite simple here because the deal is not dependent on financial engineering.
• Returns Calculations – The IPO vs. M&A exit options add a bit of complexity.
• Sensitivity Tables – It’s difficult to draft the investment recommendation without these.

Skip anything that makes your life harder, such as circular references in Excel (to avoid these, use the beginning Cash and Debt balances to calculate interest).

We pay special attention to the add-on acquisitions here, with support for their revenue and EBITDA contributions:

The Debt Schedule features a Revolver, Term Loans, and Subordinated Notes:

The Returns Calculations are also simple; we do assume a bit of Multiple Expansion because of the company’s higher growth rate by the end:

Could we simplify this model even further?

I don’t think the M&A vs. IPO exit options mentioned above are necessary, and we could also drop the “Growth” vs. “Value” options for the add-on acquisitions:

Especially if we recommend against the deal, it’s not that important to analyze which type of add-on acquisition works best.

It would be more difficult to drop the scenarios and Excel sensitivity tables , but we could restructure them a bit and fold the scenario into a sensitivity table.

All investing is probabilistic, and there’s a huge range of potential outcomes – so it’s difficult to make a serious investment recommendation without examining several outcomes.

Even if we think this deal is spectacular, we must consider cases in which it goes poorly and how we might reduce those risks.

Part 6: Drafting an Investment Recommendation

For a 15-slide recommendation, I would recommend this structure:

• Slides 1 – 2: Recommendation for or against the deal, your criteria, and why you selected this company.
• Slides 3 – 7: Qualitative factors that support or refute the deal (market, competition, growth opportunities, etc.). You can also explain your proposed turnaround strategy, such as the add-on acquisitions, here.
• Slides 8 – 13: The numbers, including a summary of the LBO model, multiples vs. comps (not a detailed valuation), etc. Focus on the assumptions and the output from the sensitivity tables.
• Slide 14: Risk factors for a positive recommendation, and the counter-factual (“what would change your mind?”) for a negative one. You can also explain the potential impact of each risk on the returns and how you could mitigate these risks.
• Slide 15: Restate your conclusions from Slide 1 and present your best arguments here. You could also change the slide formatting or visuals to make it seem new.

“OK,” you say, “but how do you actually make an investment decision?”

The easiest method is to set criteria for the IRR or multiple of invested capital in each case and say, “Yes” if the deal achieves those numbers and “No” if it does not.

For example, maybe the targets are a 30% IRR in the Upside case, a 20% IRR in the Base case, and a 1.0x multiple in the Downside case (i.e., avoid losing money).

We do achieve those numbers in this deal, but the decision could go either way because the deal is highly dependent on the add-on acquisitions.

Without these acquisitions, the deal does not work; the IRR falls by 10%+ across all the scenarios and turns negative in the Downside case.

We need at least 5 good acquisition candidates matching very specific financial profiles ($100 million Purchase Enterprise Value and a 15x EBITDA purchase multiple with 10% revenue growth or 5x EBITDA with 3% growth).

The presentation includes some examples of potential matches:

While these examples are better than nothing, the case is not that strong because:

• Most of these companies are too big or too small to fit into the strategy proposed here of ~$100 million in annual acquisitions.
• The acquisition strategy is unclear ; acquiring and integrating dealerships (even online ones) would be very, very different from acquiring software/data/media companies.
• And since the auto software market is very niche, there’s probably not a long list of potential acquisition candidates beyond the few we found.

We end up saying, “Yes” in this recommendation, but you could easily reach the opposite conclusion because you believe the supporting data is weak.

In short: For a 1-week open-ended case study, this approach is fine, but this specific deal would probably not stand up to a more detailed on-the-job analysis.

The Private Equity Case Study: Final Thoughts

Similar to time-pressured LBO modeling tests, you can get better at the open-ended private equity case study by “putting in the reps.”

But each rep is more time-consuming, and if you have a demanding full-time job, it may be unrealistic to complete multiple practice case studies before the real thing.

Also, even with significant practice, you can’t necessarily reduce the time required to research an industry and specific companies within it.

So, it’s best to pick companies and industries you already know and have several Excel and PowerPoint templates ready to go.

If you’re targeting smaller funds that use off-cycle recruiting, the first part should be easy because you should be applying to funds that match your industry/deal/client background.

And if not, you can always make a lateral move to a bulge bracket bank and interview at the larger funds if you prefer the private equity case study in “speed test” form.

If you liked this article, you might be interested in:

• The Growth Equity Case Study: Real-Life Example and Tutorial
• The Full Guide to Healthcare Private Equity, from Careers to Contradictions
• Healthcare Investment Banking: The Best Group to Check Into When Human Civilization is Collapsing?

About the Author

Brian DeChesare is the Founder of Mergers & Inquisitions and Breaking Into Wall Street . In his spare time, he enjoys lifting weights, running, traveling, obsessively watching TV shows, and defeating Sauron.

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Private Equity Case Study: Example, Prompts, & Presentation

Private equity case studies are an important part of the private equity recruiting process because they allow firms to evaluate a candidate’s analytical, investing, and presentation abilities. 

In this article, we’ll look at the various types of private equity case studies and offer advice on how to prepare for them. 

This guide will help you ace your next private equity case study, whether you’re a seasoned analyst or new to the field.

Types Of Private Equity Case Studies

Case studies are very common in private equity interviews, and they are a key part of the overall recruiting process.

While you’re extremely likely to encounter a case study of some kind during your recruiting process, there is considerable variety in the types of case studies you might face.

Below I cover the major types:

Take-home assignment

In-person lbo modeling assignment.

For this case study, you’ll get some company information (e.g. a 10-K or a CIM) and be asked to assess whether or not you’re likely to invest. 

Generally, you’ll get between 2-7 days to prepare a full presentation or investment memo with your recommendations that you’ll present to the interviewer.  To support your investment recommendation, you’ll be expected to complete a full LBO model .  The prompt may give certain details or assumptions to include in the model.

This type of test is most common during “off-cycle” hiring throughout the year, since firms have more time to allow you to complete the assignment. 

This is pretty similar to the take-home assignment. You’re given company materials, will build a financial model, and decide whether you would invest. 

The difference here is the time you’re given to complete the case. You’ll generally get between two to three hours, and you’ll typically complete the case study in the firm’s office, though some firms are becoming newly open to completing the assignment remotely. 

In this case, you’ll typically only complete an LBO model. There is usually no presentation or investment memo. Rather, you’ll do the model and then have a short discussion afterward. 

This is a shorter, more condensed version of an LBO model. You can complete a paper LBO with a piece of paper and a pen. Alternatively, you may be asked to discuss it verbally with the interviewer. 

Rather than using an Excel spreadsheet, you use an actual sheet of paper to show your calculations. You don’t go into all the detail but focus on the essence of the model instead. 

In this article, we’ll be focusing on the first two types of case studies because they are the most widely used. But if you’re interested, here is a deep dive on Paper LBOs . 

Private Equity Case Study Prompt

Regardless of the type of case study you’re asked to do, the prompt from the interviewer will ultimately ask you to answer: “would you invest in this company?”

To answer this question you’ll need to take on the provided materials about the company and complete a leveraged buyout model to determine whether there is a high enough return. Generally, this is 20% or higher. 

Usually, prompts also provide you with certain assumptions that you can use to build your LBO model. For example:

• Pro forma capital structure
• Financial assumptions
• Acquisition and exit multiples

Some private equity firms provide you with the Excel template needed for an LBO model, while others prefer you to make one from scratch. So be ready to do that. 

Private Equity Case Study Presentation

As you’ve seen above, if you get a take-home assignment as a case study, there’s a good chance you’re going to have to present your investment memo in the interview. 

There will usually be one or two people from the firm present for your presentation. 

Each PE firm has a different interview process, some may expect you to present first and then ask questions, or the other way around. Either way, be prepared for questions. The questions are where you can stand out!

While private equity recruitment is there to assess your skills, it’s not all about your findings or what your model says. The interviewers are also looking at your communication skills and whether you have strong attention to detail. 

Remember, in the private equity interview process, no detail is too small. So, the more you provide, the better. 

How To Do A Private Equity Case Study

Let’s look at the step-by-step process of completing a case study for the private equity recruitment process:

• Step 1: Read and digest the material you’ve been given. Read through the materials extensively and get an understanding of the company. 
• Step 2: Build a basic LBO model. I recommend using the ASBICIR method (Assumptions, Sources & Uses, Balance Sheet, Income Statement, Cash Flow Statement, Interest Expense, and Returns). You can follow these steps to build any model. 
• Step 3: Build advanced LBO model features, if the prompts call for it, you can jump to any advanced features. Of course, you want to get through the entire model, but your number 1 priority is to finish the core financial model. If you’re running out of time, I would skip or reduce time on advanced features.
• Step 4: Take a step back and form your “investment view”. I would try to answer these questions:
• What assumptions need to be present for this to be a good deal?
• Under what circumstances would you do the deal? 
• What is the biggest risk in the deal? (e.g. valuation, growth, and margins). 
• What is the biggest driver of returns in the deal? (e.g. valuation, growth, and debt paydown).

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How To Succeed In A Private Equity Case Study

Here are a few of my tips for getting through the private equity fund case study successfully. 

Get the basics down first

It’s very easy to want to jump into the more complex things first. If you go in and they start asking you to complete complex LBO modeling features like PIK preferred equity, getting to that might be on the top of your list. 

But I recommend taking a step back and starting with the fundamentals. Get that out the way before moving on to the complicated stuff. 

The fundamentals ground you, getting you through the things you know you can do easily. It also gives you time to really think about those complex ideas. 

Show nuanced investment judgment; don’t be too black-and-white

When giving your investment recommendation for a private equity fund you shouldn’t be giving a simple yes or no. 

It’s boring and gives you no space to elaborate. Instead, go in with what price would make you interested in investing and why. Don’t be shy to dig in here. 

Know where there is a value-creation opportunity in the deal, and mention the key assumptions you need to believe to create that value.

Additionally, if you are recommending that the investment move forward then bring up things you would want to know before closing a deal. You can highlight the key risks of the investment, or key things you’d want to ask management if you could meet with them. 

At the end of the day, financial modeling is a commodity skill.  Every investor can do it.  What will really set you apart is how you think about the deals, and the nuance you bring to analyzing them. 

You win by talking about the model

Along those lines, you don’t win by building the best model. Modeling is just a check-the-box thing in the interview process to show you can do it. The interviewers need to know you can do the basics with no glaring errors. 

What matters is showing that you can discuss the investment intelligently. It’s about bringing a sensible recommendation to the table with the information to back it up. 

How Do I Prepare For A Private Equity Case Study?

There is no one-size-fits-all when it comes to preparing for a private equity case study. Everyone is different. 

However, the best thing you can do is PRACTICE, PRACTICE, and more PRACTICE!

I know of a recent client that successfully obtained an offer from multiple mega funds . She practiced until she was able to build 10 LBO models from scratch without any errors or help … yes, that’s 10 models! 

Now, whether it takes 5 or 20 practice case studies doesn’t matter. The whole point is to get to a stage where you feel confident enough to do an LBO model quickly while under pressure. 

There is no way around the pressure in a private equity interview. The heat will be on. So, you need to prepare yourself for that. You need to feel confident in yourself and your capabilities. 

You’d be surprised how pressure can leave you stumped for an answer to a question that you definitely know.

It’s also a good idea to think about the types of questions the private equity interviewer might ask you about your investment proposal. Prepare your answers as far as possible. It’s important that you stick to your guns too when the situation calls for it, because interviewers may push back on your answers to see how you react.. 

You need to have your answer to “would you invest in this company?” ready, and also how you got to that answer (and what new information might change your mind).   

Another thing that gets a lot of people is limited time.  If you’re running out of time, double down on the fundamentals or the core part of the model.  Make sure you nail those.  Also, you can make “reasonable” assumptions if there’s information you wish you had, but don’t have access to. Just make sure to flag it to your interviewer 

How important is modeling in a private equity case study? 

Modeling is part and parcel of private equity case studies. Your basics need to be correct and there should be no obvious mistakes. That’s why practicing is so important. You want to focus on the presentation, but your calculations need to be correct first. They do, after all, make up your final decision. 

How can I stand out from other candidates? 

Knowing your stuff covers the basics. To stand out, you need to be an expert in showing how you came to a decision, a stickler for details, and inquisitive. Anyone can do the calculations with practice, but someone who thinks clearly and brings nuance to their discussion of the investment will thrive in interviews. 

Private equity case studies are a difficult but necessary part of the private equity recruiting process . Candidates can demonstrate their analytical abilities and impress potential employers by understanding the various types of case studies and how to approach them. 

Success in private equity case studies necessitates both technical and soft skills, from analyzing financial statements to discussing the investment case with your interviewer. 

Anyone can ace their next private equity case study and land their dream job in the private equity industry with the right preparation and mindset. If you’re looking to learn more about private equity, you can read my recommended Private Equity Books.

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Private equity due diligence interviews

An overview of the different types of due diligence cases, the key framework and a full walkthrough of an example case..

Types of cases | Framework | Full case example

Mergers and acquisitions (M&A) topics are one category that comes up routinely in consulting case interviews – often couched in the format of serving a private equity (PE) fund that is conducting due diligence on a new platform investment. (Other common archetypes of case interview questions are discussed elsewhere on the RocketBlocks blog – including pricing case interviews and market sizing case interviews .)

As quick background, private equity is a segment of investment firms that typically makes control investments in companies, frequently leveraging a significant amount of debt. In practice, these engagements most commonly involve a market-focused scope (e.g., determining market size and growth), but the PE case interview may also involve company-level analysis (e.g., evaluating operational excellence).

Interviewers are fond of these question formats because they provide insight into a candidate’s ability to juggle multiple – and sometimes contradictory – data sources to ultimately distill the “so what” from the information, and ultimately drive the interview to a specific go / no-go decision on the acquisition.

Don’t be thrown off if an M&A question is structured in a non-PE format – for example, if the client is a corporation looking to acquire a new subsidiary. Evaluating any acquisition involves the same basic approach.

Types of cases (Top)

Due diligence interview questions can come in a variety of shapes:

EXAMPLE A : "A buyout firm is evaluating an investment in a direct mail company. The target specializes in customized print jobs that vary highly by geography – e.g., mail ballots for local elections, sent only to registered voters – and has been able to successfully increase prices year-on-year. Despite this, revenues are down for the third year in a row. Should the firm invest?"

Be prepared for a question such as this one – which seems to involve a good company caught in a bad market . Investing is messy, and prospective deals rarely look universally good or bad – weighing these inconsistent indicators against one another in a compelling fashion is how you really shine in the interview.

EXAMPLE B : “A large Northwest anesthesiology practice is conducting due diligence on a potential add-on. The practice knows from experience that market volume growth is steady and that most insurers will accept 3-4% rate increases annually. Like the market, the target has successfully been growing revenues, but is seeing days in A/R grow and cash collections drop. How should the practice proceed?”

In contrast to the previous example, this question seems to involve a bad company fumbling through a good market . The investment decision here may hinge on why the target is seeing receivables extend, and whether the buyer believes they can bring the target’s operations up to the parent company’s standards.

EXAMPLE C : “Your client is a growth equity fund analyzing a potential investment in a fast-growing toy manufacturer, which brings to market high-quality “old-fashioned” toys like wooden blocks and music boxes. The client has asked for your help coming to an investment decision, including a point of view on valuation.”

Note that this question is specifically asking you to value the company – i.e., determine how much the fund should pay for it. We’ll discuss valuation further – and return to this example – below.

Framework (Top)

No case interview can be solved with a plug-and-play framework, and that’s especially true for – you guessed it – due diligence problems. That said, the high-level framework below can provide you with solid scaffolding for structuring many M&A cases.

As always, don't forget to customize this framework to the speicifics of the question at hands.

There are two major theoretical steps involved in making an acquisition:

• Evaluate the fundamentals: Think of this step as deciding whether you would want to own the business at any price – that is to say, would you pay for it at all or only take it if it were free? Do this before embarking on Step 2: Valuation analysis , since there’s no need to figure out how much the company is worth if it fails the fundamentals.

Break the fundamentals into two parts – the quality of the market and the quality of the company:

• Analyze the market: As mentioned earlier, market analysis is the meat and potatoes of many real-life diligence studies, with much of the work focusing on calculating market size and growth rates. Understanding the size of the market is key to understanding whether there is sufficient white space for the target to play. Can the target conceivably achieve its growth ambitions, given the size of the market? Is the market dominated by a few players or is the market fragmented? Understanding market growth is, of course, key to evaluating company growth – it’s far easier to grow revenues when buoyed by market tailwinds. With few exceptions (e.g., perhaps the direct mail example above), a market must generally be growing to justify investment in it.
• Analyze the company: Which aspect of the company the interviewer may ask you to analyze – if any – is hard to predict. Follow the interviewer’s prompts and ask probing questions. A natural area of investigation is the company’s financials. Are revenues growing? Is the company profitable? Are profits growing? Another high-stakes area to investigate is differentiation. A company which is highly differentiated from competitors has natural “moats” or barriers defending its market share.

Valuation analysis: If you're proceeding to Step 2 , you’ve decided that some combination of the market and / or company fundamentals merits investing in the company. This step is about figuring how much to pay.

In reality, valuation is the core function of a private equity fund, and so the whole job would not be handed off to a consultant. However, there are many ways consulting work feeds into valuation, and, in some cases, an interviewer will ask you to come up with a purchase price outright.

In these cases, the interviewer will almost certainly give you some numbers and guidance about which direction to head. For example, the interviewer might give you comparable company valuations (e.g., trading multiples) and ask you to calculate a reasonable valuation range based on the target’s earnings. Or, the interviewer might give you an exit value as well as the fund’s “hurdle rate” – or minimum acceptable return – and ask you to back into the maximum price you could pay for the company and still clear the company hurdle rate.

💡 Shameless plug: Our consulting interview prep can help build your skills

Full case example (Top)

Let’s work through the case we introduced earlier step-by-step, using the two-part framework above.

“Your client is a growth equity fund analyzing a potential investment in a fast-growing toy manufacturer, which brings to market high-quality “old-fashioned” toys like wooden blocks and music boxes. The client has asked for your help coming to an investment decision, including a point of view on valuation.”

First: breathe. Second: structure, structure, structure. You should note down the key information as you are given it, and you might diagram out this framework on your page.

• Fundamentals:
• Market: From the information we’ve already been given, we know the company is growing quickly, but we don’t know whether that’s due to market forces or company outperformance. You should start by asking questions. How large is the market? Is it growing? You’re told that the US market is in excess of $25bn – seems plenty large. You’re also told the market is growing ~5% p.a. That’s pretty good, you reason – it seems to be outstripping GDP growth of 2-3% – but maybe doesn’t quite amount to “fast-growing.” Thus, it looks like the company must be doing something more than simply riding market growth. You might turn to segmentation next. Upon investigating, you’re told that the market is highly concentrated among three major players: Hasbro, Mattel and LEGO. You’re slightly concerned about the market concentration, but note that the company is still growing at above-market rates despite this competition.
• Company: Turning to the company, you might ask about revenue trends. At this stage, you are given three years of financials. Doing some quick math on the revenue figures provided, you confirm that company revenues have, in fact, been growing 10%+ p.a. Time to figure out why: You start probing on differentiation. Let’s say the interviewer offers you some data on the market growth of different product segments. Scanning the data, you see under-market growth in Action Figures & Accessories and Youth Electronics. You also see above-market growth in Building Sets and Games / Puzzles. Recalling the information from the beginning of the case, you offer a hypothesis: The target has successfully identified “old-fashioned” toys like puzzles and board games as resurgent high growth areas, and has been focusing on them, while the Big Three competitors have been more focused on slower-growth licensing-driven segments like X Men action figures.

Valuation analysis: Faced with a growing market and an even faster-growing company, you’re likely to want to move forward to valuation.

You should probe for direction from the interviewer (channel your inner finesse). You might ask if management has shared projections, or if the fund has a view on exit value on the eventual sale of the company.

Let’s say you’re told that earnings (possibly identified by the funny acronym EBITDA) are $100m today and expected to be $150m in four years. The fund expects they can both buy and sell the company at a 10x multiple of earnings.

Next, you’re asked: Will this investment clear the fund’s unlevered hurdle rate of 10%?

At last, we’ve arrived at the part you’ve been yearning for: mental math. $100m current earnings * 10x multiple = $1bn current enterprise value. $150m future earnings * 10x multiple = $1.5bn future enterprise value. Thus, the increase to enterprise value is $1.5bn - $1.0bn = $500m. Dividing the $500m evenly over four years (using a simplifying heuristic) gives you a $125m annual return.

To calculate the rate of return, you divide the $125m annual return / $1bn initial investment = 12.5%, which exceeds the fund’s hurdle rate. (In practice, valuation math gets rather more complex with the use of leverage and the timing of cash flows – but such analysis runs beyond the scope of a case interview.)

Don’t forget to synthesize your findings and provide an unambiguous go / no-go decision. Rather than simply stating that 12.5% is greater than 10% and walking out of the room, you want to tell the story of why the fund should invest.

You might reiterate the expansive size of the market, explaining that it provides a long runway for expansion, and emphasize that the industry as a whole experiences GDP+ growth. You might argue that the company’s strategic alignment with high-growth sectors points to high-caliber management and provides defensibility via early-mover advantages, even if the competition were to pivot in the future. Finally, you might tie it all together by hypothesizing that with best-in-class execution and the benefit of leverage, a 15-20% levered return might be within reach, well above and beyond the 12.5% unlevered rate.

While it can take some acrobatics to get through a private equity due diligence case interview, and this framework may be better suited to some questions than others, this broad structure should help you cover the key problem-solving buckets.

Don’t forget – practice makes perfect. The more you apply this and other frameworks on sample cases, the more agile you will be when an interviewer throws you a curve ball.

Read this next:

• Full cases from RocketBlocks
• 29 full cases from consulting firms
• Profitability case interviews
• Market entry case interviews
• M&A case interviews
• Weird and unusual case interviews
• Pricing case interviews
• Market sizing case interviews
• Supply chain case interviews
• Digital transformation consulting cases

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How to prepare for the case study in a private equity interview

If you're  interviewing for a job in a private equity firm , then you will almost certainly come across a case study. Be warned: recruiters say this is the hardest part of the private equity interview process and how you handle it will decide whether you land the job.

“The case study is the most decisive part of the interview process because it’s the closest you get to doing the job,"  says Gail McManus of Private Equity Recruitment. It's purpose is to make you answer one question: 'Would you invest in this company?'

In most cases, you'll be given a  'Confidential Information Memorandum'  (CIM) relating to a company the private equity fund could invest in. You'll be expected to a) value the company, and b) put together an investment proposal - or not. Often, you'll be allowed to take the CIM away to prepare your proposal at home.

 “The case study is still the most decisive element of the recruitment process because it’s the closest you get to actually doing the job.  Candidates can win or lose based on how they perform on case study. People who are OK in the interview can land the job by showing the quality of their thinking, ” says McManus. “You need to show that you can think, and think like an investor.”

"The end decision [on whether to invest] is not important," says one private equity professional who's been through the process. "The important thing is to show your thinking/logic behind answer."

Preparing for a PE case study has distinctive challenges for consultants and bankers. If you're a consultant, you need to, "make a big effort to mix your strategic toolkit with financial analysis. You need to prove that you can go from a strategic conclusion to a finance conclusion," says one PE professional. Make sure you're totally familiar with the way an  LBO model  works.

If you're a banker, you need to, "make a big effort to develop your strategic thinking," says the same PE associate. The fund you're interviewing with will want to see that you can think like an investor, not just a financier. "Reaching financial conclusions is not enough. You need to argue why certain industry is good, and why you have a competitive advantage or not. Things can look good on paper, but things can change from a day to another. As a PE investor, hence as a case solver, you need to highlight and discuss risks, and whether you are ready or not to underwrite them."

Kadeem Houson, partner at KEA consultants, which specialises in hiring junior to mid-level PE professionals, says: “If you’re a banker you’re expected to have great technical skills so you need to demonstrate you can think commercially about the numbers you plugged in.    Conversely, a consultant who is good at blue sky thinking might be pressed more on their understanding of the model. Neither is better or worse – just be conscious of your blank spots.”

A good business versus a good investment

For McManus, one of the most important things to consider when looking at the case study is to understand the difference between a good business and a good investment. The difference between a good business and a good investment is the price. So you might have a great business but if you have to pay hugely for it it might not be a great business. Conversely you can have a so-so business but if you get it a good price it might make a great investment. “

McManus says as well as understanding the difference between a good business and a good investment, it’s important to focus on where the added value lies.  This has become a critical element for private equity firms to consider  as competition for assets has become even more fierce, given the amount of dry powder that funds now have at their disposal through a wide array of funds.   “Because of the competition for transactions generally you have to overpay to win a deal. So in the case study it’s really important you think about where the value creation opportunity lies in this business and what the exit would be,” says McManus.

She advises candidates to be brave and state a specific price, provided you can demonstrate how you’ve arrived at your answer.

Another private equity professional says you shouldn't go out on a limb, though, and you should appear cautious: "Keep all assumptions conservative at all times so as not to raise difficult questions. Always highlight risks, downsides as well as upsides."

Research the fund – find the angle

One private equity professional says that understanding why an investment might suit a particular firm could prove to be a plus. Prior to the case study, check whether the fund favours a particular industry sector, so that when it comes to the case study, you can add that to the investment thesis. “This enables you to showcase you have read up on the firm’s strategy/unique characteristics Something that would make it more likely for the fund you’re interviewing with winning the deal in what’s a very competitive market, said the PE source, who said this knowledge made him stand out.

However, the  primary purpose of the case study  is to test  the quality of your  thinking - it is not to  test you on your knowledge of the fund. “Knowing about the fund will tick an extra box, but the case study is about focusing on the three most critical things that will drive the investment decision,” says McManus. 

You need to think through these questions and issues:

We spoke to another private equity professional who's helpfully prepared a checklist of points to think about when you're faced with the case study. "It's a cheat sheet for some of my friends," he says.

When you're faced with a case study, he says you need to think in terms of: the industry, the company, the revenues, the costs, the competition, growth prospects, due dliligence, and the transaction itself.

The questions from his checklist are below. There's some overlap, but they're about as thorough as you can get.

When you're considering the  industry, you need to think about:

- What the company does. What are its key products and markets? What's the main source of demand for its products?

- What are the key drivers in that industry?

- Who are the market participants? How intense is the competition?

- Is the industry cyclical? Where are we in the cycle?

- Which outside factors might influence the industry (eg. government, climate, terrorism)?

When you're considering the company, you need to think about:  

- Its position in the industry

- Its growth profile

- Its operational leverage (cost structure)

- Its margins (are they sustainable/improvable)?

- Its fixed costs from capex and R&D

- Its working capital requirements

- Its management

- The minimum amount of cash needed to run the business

When you're considering the revenues, you need to think about:

- What's driving them

- Where the growth is coming from

- How diverse the revenues are

- How stable the revenues are (are they cyclical?)

- How much of the revenues are coming from associates and joint ventures

- What's the working capital requirement? - How long before revenues are booked and received?

When you're considering the costs, you need to think about:

- The diversity of suppliers

- The operational gearing (What's the fixed cost vs. the variable cost?)

- The exposure to commodity prices

- The capex/R&D requirements

- The pension funding

- The labour force (is it unionized?)

- The ability of the company to pass on price increases to customers

- The selling, general and administrative expenses (SG&A). - Can they be reduced?

When you're considering the competition, you need to think about:

- Industry concentration

- Buyer power

- Supplier power

- Brand power

- Economies of scale/network economies/minimum efficient scale

- Substitutes

- Input access

When you're considering the growth prospects, you need to think about:

- Scalability

- Change of asset usage (Leasehold vs. freehold, could manufacturing take place in China?)

- Disposals

- How to achieve efficiencies

- Limitations of current management

When you're considering the due diligence, you need to think about: 

- Change of control clauses

- Environmental and legal liabilities

- The power of pension schemes and unions

- The effectiveness of IT and operations systems

When you're considering the transaction, you need to think about:

- Your LBO model

- The basis for your valuation (have you used a Sum of The Parts (SOTP) valuation or another method - why?)

- The company's ability to raise debt

- The exit opportunities from the investment

- The synergies with other companies in the PE fund's portfolio

- The best timing for the transaction

BUT: keep things simple.

While this checklist is important as an input and a way to approach the task, w hen it comes to presenting the information, quality beats quantity.  McManus says: “The main reason why people aren’t successful in case studies is that they say too much.  What you’ve got to focus on is what’s critical, what makes a difference. It’s not about quantity, it’s about quality of thinking. If you do 30 strengths and weaknesses it might only be three that matter. It’s not the analysis that matters, but what’s important from that analysis. What’s critical to the investment thesis. Most firms tend to use the same case study so they can start to see what a good answer looks like.”

Houson agrees that picking out the most important elements in the case study are more important than spending too much time on an elaborate model.   “You don’t necessarily need to demonstrate such technical prowess when it comes to building the model. But you need to be comfortable about being challenged around the business case. Frankly it’s better to go for a simple answer which sparks a really interesting conversation rather than something that is purely judged from a technical standpoint.  The model is meant to inform the discussion, not be the discussion itself.”

Softer factors such as interpersonal skills are also important because if the case study is the closest thing you’ll get to doing the job, then it’s also a measure of how you might behave in a live situation.  McManus says: “This is what it will be like having a conversation at 11am  with your boss having been given the information memorandum the day before.  Not only are the interviewers looking at how you approach the case study, but they’re also looking at whether they want to have this conversation with you every Tuesday morning at 11am.”

The exercise usually takes around four hours if you include the modelling aspect, so there is time pressure. “Top tips are to practice how to think in a way that is simple, but fit for purpose. Think about how to work quickly. The ability to work under pressure is still important,” says Houson.

But some firms will allow you do complete the CIM over the weekend. In that case on one private equity professional says you should get someone who already works in PE to check it over for you. He also advises getting friends who've been through case study interviews before to put you through some mock questions on your presentation.

But McManus says this can lead to spending too much time and favours the shorter method. “It’s fairer and you can illustrate the quality of your thinking over a short space of time.”

The case study is conducted online, and because of Covid, so too are many of the follow-up discussions, so it’s worth thinking about how to present yourself on zoom or Teams. “Although a lot of these case studies over the last couple of years have been done remotely, in many ways that’s even more reason to try to bring out a bit of engagement and personality with the people you’re talking to." 

“ There’s never a right or wrong answer. Rather it’s showing your thinking and they like to have that discussion with you. It’s the nearest you get to doing the job. And that cuts both ways – if you don’t like the case study, you won't like doing the job. “

Contact:  [email protected]  in the first instance. Whatsapp/Signal/Telegram also available (Telegram: @SarahButcher)

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Hacking the Case Interview

Merger & acquisition (M&A) cases are a common type of case you’ll see in consulting interviews. You are likely to see at least one M&A case in your upcoming interviews, especially at consulting firms that have a large M&A or private equity practice.

These cases are fairly straight forward and predictable, so once you’ve done a few cases, you’ll be able to solve any M&A case.

In this article, we’ll cover:

• Two types of merger & acquisition case interviews
• The five steps to solve any M&A case
• The perfect M&A case interview framework
• Merger & acquisition case interview examples
• Recommended M&A case interview resources

If you’re looking for a step-by-step shortcut to learn case interviews quickly, enroll in our case interview course . These insider strategies from a former Bain interviewer helped 30,000+ land consulting offers while saving hundreds of hours of prep time.

Two Types of Merger & Acquisition Case Interviews

A merger is a business transaction that unites two companies into a new and single entity. Typically, the two companies merging are roughly the same size. After the merger, the two companies are no longer separately owned and operated. They are owned by a single entity.

An acquisition is a business transaction in which one company purchases full control of another company. Following the acquisition, the company being purchased will dissolve and cease to exist. The new owner of the company will absorb all of the acquired company’s assets and liabilities.

There are two types of M&A cases you’ll see in consulting case interviews:  

A company acquiring or merging with another company

• A private equity firm acquiring a company, also called a private equity case interview

The first type of M&A case is the most common. A company is deciding whether to acquire or merge with another company.

Example: Walmart is a large retail corporation that operates a chain of supermarkets, department stores, and grocery stores. They are considering acquiring a company that provides an online platform for small businesses to sell their products. Should they make this acquisition?

There are many reasons why a company would want to acquire or merge with another company. In making an acquisition or merger, a company may be trying to:

• Gain access to the other company’s customers
• Gain access to the other company’s distribution channels
• Acquire intellectual property, proprietary technology, or other assets
• Realize cost synergies
• Acquire talent
• Remove a competitor from the market
• Diversify sources of revenue

A private equity firm acquiring a company

The second type of M&A case is a private equity firm deciding whether to acquire a company. This type of M&A case is slightly different from the first type because private equity firms don’t operate like traditional businesses.

Private equity firms are investment management companies that use investor money to acquire companies in the hopes of generating a high return on investment.

After acquiring a company, a private equity firm will try to improve the company’s operations and drive growth. After a number of years, the firm will look to sell the acquired company for a higher price than what it was originally purchased for.

Example: A private equity firm is considering acquiring a national chain of tattoo parlors. Should they make this investment?

There are a few different reasons why a private equity firm would acquire a company. By investing in a company, the private equity firm may be trying to:

• Generate a high return on investment
• Diversify its portfolio of companies to reduce risk
• Realize synergies with other companies that the firm owns

Regardless of which type of M&A case you get, they both can be solved using the same five step approach.

The Five Steps to Solve Any M&A Case Interview

Step One: Understand the reason for the acquisition

The first step to solve any M&A case is to understand the primary reason behind making the acquisition. The three most common reasons are:

• The company wants to generate a high return on investment
• The company wants to acquire intellectual property, proprietary technology, or other assets
• The company wants to realize revenue or cost synergies

Knowing the reason for the acquisition is necessary to have the context to properly assess whether the acquisition should be made.

Step Two: Quantify the specific goal or target

When you understand the reason for the acquisition, identify what the specific goal or target is. Try to use numbers to quantify the metric for success.

For example, if the company wants a high return on investment, what ROI are they targeting? If the company wants to realize revenue synergies, how much of a revenue increase are they expecting?

Depending on the case, some goals or targets may not be quantifiable. For example, if the company is looking to diversify its revenue sources, this is not easily quantifiable.

Step Three: Create a M&A framework and work through the case

With the specific goal or target in mind, structure a framework to help guide you through the case. Your framework should include all of the important areas or questions you need to explore in order to determine whether the company should make the acquisition.

We’ll cover the perfect M&A framework in the next section of the article, but to summarize, there are four major areas in your framework:

Market attractiveness : Is the market that the acquisition target plays in attractive?

Company attractiveness : Is the acquisition target an attractive company?

Synergies : Are there significant revenue and cost synergies that can be realized?

Financial implications : What are the expected financial gains or return on investment from this acquisition?

Step Four: Consider risks OR consider alternative acquisition targets

Your M&A case framework will help you investigate the right things to develop a hypothesis for whether or not the company should make the acquisition.

The next step in completing an M&A case depends on whether you are leaning towards recommending making the acquisition or recommending not making the acquisition.

If you are leaning towards recommending making the acquisition…

Explore the potential risks of the acquisition.

How will the acquisition affect existing customers? Will it be difficult to integrate the two companies? How will competitors react to this acquisition?

If there are significant risks, this may change the recommendation that you have.

If you are leaning towards NOT recommending making the acquisition…

Consider other potential acquisition targets.

Remember that there is always an opportunity cost when a company makes an acquisition. The money spent on making the acquisition could be spent on something else.

Is there another acquisition target that the company should pursue instead? Are there other projects or investments that are better to pursue? These ideas can be included as next steps in your recommendation.

Step Five: Deliver a recommendation and propose next steps

At this point, you will have explored all of the important areas and answered all of the major questions needed to solve the case. Now it is time to put together all of the work that you have done into a recommendation.

Structure your recommendation in the following way so that it is clear and concise:

• State your overall recommendation firmly
• Provide three reasons that support your recommendation
• Propose potential next steps to explore

The Perfect M&A Case Interview Framework

The perfect M&A case framework breaks down the complex question of whether or not the company should make the acquisition into smaller and more manageable questions.

You should always aspire to create a tailored framework that is specific to the case that you are solving. Do not rely on using memorized frameworks because they do not always work given the specific context provided.

For merger and acquisition cases, there are four major areas that are the most important.

1. Market attractiveness

For this area of your framework, the overall question you are trying to answer is whether the market that the acquisition target plays in is attractive. There are a number of different factors to consider when assessing the market attractiveness:  

• What is the market size?
• What is the market growth rate?
• What are average profit margins in the market?
• How available and strong are substitutes?
• How strong is supplier power?
• How strong is buyer power?
• How high are barriers to entry?

2. Company attractiveness

For this area of your framework, the overall question you want to answer is whether the acquisition target is an attractive company. To assess this, you can look at the following questions:

• Is the company profitable?
• How quickly is the company growing?
• Does the company have any competitive advantages?
• Does the company have significant differentiation from competitors?

3. Synergies

For this area of your framework, the overall question you are trying to answer is whether there are significant synergies that can be realized from the acquisition.

There are two types of synergies:

• Revenue synergies
• Cost synergies

Revenue synergies help the company increase revenues. Examples of revenue synergies include accessing new distribution channels, accessing new customer segments, cross-selling products, up-selling products, and bundling products together.

Cost synergies help the company reduce overall costs. Examples of cost synergies include consolidating redundant costs and having increased buyer power.

4. Financial implications

For this area of your framework, the main question you are trying to answer is whether the expected financial gains or return on investment justifies the acquisition price.

To do this, you may need to answer the following questions:  

• Is the acquisition price fair?
• How long will it take to break even on the acquisition price?
• What is the expected increase in annual revenue?
• What are the expected cost savings?
• What is the projected return on investment?

Merger & Acquisition Case Interview Examples

Let’s put our strategy and framework for M&A cases into practice by going through an example.

M&A case example: Your client is the second largest fast food restaurant chain in the United States, specializing in serving burgers and fries. As part of their growth strategy, they are considering acquiring Chicken Express, a fast food chain that specializes in serving chicken sandwiches. You have been hired to advise on whether this acquisition should be made.

To solve this case, we’ll go through the five steps we outlined above.

The case mentions that the acquisition is part of the client’s growth strategy. However, it is unclear what kind of growth the client is pursuing.

Are they looking to grow revenues? Are they looking to grow profits? Are they looking to grow their number of locations? We need to ask a clarifying question to the interviewer to understand the reason behind the potential acquisition.

Question: Why is our client looking to make an acquisition? Are they trying to grow revenues, profits, or something else? 

Answer: The client is looking to grow profits.

Now that we understand why the client is considering acquiring Chicken Express, we need to quantify what the specific goal or target is. Is there a particular profit number that the client is trying to reach?

We’ll need to ask the interviewer another question to identify this.

Question: Is there a specific profit figure that the client is trying to reach within a specified time period?

Answer: The client is trying to increase annual profits by at least $200M by the end of the first year following the acquisition.

With this specific goal in mind, we need to structure a framework to identify all of the important and relevant areas and questions to explore. We can use market attractiveness, company attractiveness, synergies, and financial implications as the four broad areas of our framework.

We’ll need to identify and select the most important questions to answer in each of these areas. One potential framework could look like the following:

Let’s fast forward through this case and say that you have identified the following key takeaways from exploring the various areas in your framework:

• Chicken Express has been growing at 8% per year over the past five years while the fast food industry has been growing at 3% per year
• Among fast food chains, Chicken Express has the highest customer satisfaction score
• Revenue synergies would increase annual profit by $175M. This is driven by leveraging the Chicken Express brand name to increase traffic to existing locations
• Cost synergies would decrease annual costs by $50M due to increased buyer power following the acquisition

At this point, we are leaning towards recommending that our client acquire Chicken Express. To strengthen our hypothesis, we need to explore the potential risks of the acquisition.

Can the two companies be integrated smoothly? Is there a risk of sales cannibalization between the two fast food chains? How will competitors react to this acquisition?

For this case, let’s say that we have investigated these risks and have concluded that none of them pose a significant threat to achieving the client’s goals of increasing annual profit by $200M.

We’ll now synthesize the work we have done so far and provide a clear and concise recommendation. One potential recommendation may look like the following:

I recommend that our client acquires Chicken Express. There are three reasons that support this.

One, Chicken Express is an attractive acquisition target. They are growing significantly faster than the fast food industry average and have the highest customer satisfaction scores among fast food chains.

Two, revenue synergies would increase annual profit by $175M. The client can leverage the brand name of Chicken Express to drive an increase in traffic to existing locations.

Three, cost synergies would decrease annual costs by $50M. This is due to an increase in buyer power following the acquisition.

Therefore, our client will be able to achieve its goal of increasing annual profits by at least $200M. For next steps, I’d like to assess the acquisition price to determine whether it is reasonable and fair.

More M&A case interview practice

Follow along with the video below for another merger and acquisition case interview example.

For more practice, check out our article on 23 MBA consulting casebooks with 700+ free practice cases .

In addition to M&A case interviews, we also have additional step-by-step guides to: profitability case interviews , market entry case interviews , growth strategy case interviews , pricing case interviews , operations case interviews , and marketing case interviews .

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Center for Sustainable Business | Responsible Private Equity: Insights and Tools to Generate Financial Value From Embedding Sustainability

Responsible Private Equity

This initiative provides research insights and tools to maximize private equity's potential to drive better financial returns through sustainability.

Private equity has a unique opportunity to create value for investors, portfolio companies and society through helping portfolio companies to embed sustainability strategies and practices that will drive improved financial performance.  Numerous studies have illustrated that ESG-focused firms have higher multiples and lower cost of capital. They note an “ESG Premium.”  A Deloitte report indicates, “Using regression analysis, we find that a 10-point higher ESG score is associated with an approximate 1.2x higher EV/EBITDA multiple. Furthermore, we also find that a company that increases its ESG score by 10 points experiences an increase of approximately 1.8x in its EV/EBITDA multiple.”  

Private equity has long prided itself on its ability to bring strategic insights and operational excellence to portfolio companies.  In today’s world of material environmental and social challenges, PE’s skills in improving management, strategy and operations can be applied to sustainability practices that will drive operational efficiencies, innovation and growth, risk mitigation, employee engagement and productivity, supplier resiliency, and so on.

NYU Stern Center for Sustainable Business research on the return on sustainability investment (ROSI), as reported in Harvard Business Review , has demonstrated that embedding sustainability core to business strategy can create a competitive moat for business leaders by driving operational efficiency, innovation, employee engagement, supply-chain resilience, risk mitigation, improved sales, and other strategic business benefits.”

We are developing an understanding of the value drivers underlying sustainability practices employed to tackle material ESG issues across industries and have turned that lens to private equity for a two-phase effort.  In the first phase we reviewed the academic literature about private equity’s performance in a series of impact categories and summarized our findings through a framework that defines best practice for both PE firm leadership and portfolio companies.  In the second phase, we developed tools for GPs, portfolio companies and LPs that will help them unlock value from sustainability strategies. Findings are summarized in an ImpactAlpha article titled " Private equity is leaving billions of dollars in sustainability value on the table ."

Phase One: Responsible Investing Framework

CSB has developed a  Responsible Investing Framework   that provides insights into the state of private equity in terms of its contribution to creating or extracting value. The framework delineates the main categories of impact for the PE firms and their portfolio companies, including:

• management & human capital management
• financial engineering
• fund management
• strategy & innovation
• reporting transparency
• societal impact

The framework is explored further with examples and case studies in a whitepaper by NYU Stern CSB titled The Road to Responsible Private Equity .

Phase Two: Tools for GPs and LPs to Unlock Financial Value Through Sustainability Strategies

Based on extensive interviews with General Partners (GPs) and Limited Partners (LPs), NYU Stern CSB has developed tools to help GPs and LPs to better embed sustainability strategy that drives better financial performance with PE investment processes. These tools aim to improve several gaps identified in our research, including:

• Lack of sustainability expertise amongst GPs, LPs, and portfolio companies
• Primary focus is on risk, compliance and reporting, rather than value creation
• An inability to assess and capture the financial benefits of sustainability strategies despite a growing desire across the ecosystem to build and track the “sustainability stories” of portfolio companies •    Some research anecdotally indicates a valuation premium given to sustainable companies, yet many companies track their sustainability investments poorly, not capturing the “avoided costs” or “operational efficiencies”
• Lack of clarity around what type of sustainability KPIs should be tracked, and how these can be tied to the underlying financial case of specific sustainability strategies •    Many sustainability KPIs are output-based, rather than performance and outcome-oriented (e.g., just because an ESG policy is in place, does that indicate anything about the performance of the company?)
• Communication issues and lack of decision-useful data between GPs and LPs •   GPs fill out 500-question questionnaires for LPs, LPs often modifying questions slightly, leading to significant time and focus on complying to requests, yet LPs may not even look at these questionnaires once they’ve been received.  The same challenge exists regarding ESG reporting metrics for the fund – LPs rarely ask questions

An Asynchronous Course for Portfolio Companies and General Partners on How to Embed Sustainability in Corporate Strategy and Unlock Financial Value

Embedding Sustainability for Improved Portfolio Company Performance 

Based on our interviews and work with private equity, we find that most portfolio firms do not have sustainability expertise on staff, which limits their ability to design and execute on sustainability strategies that will unlock better financial performance.  We built this free, open source asynchronous course for portfolio companies (and PE firm  employees) based on our expertise in teaching practitioners.  It can be executed on your own timeframe (should take a few hours to be complete and can be done in stages) and covers everything from developing ESG materiality and sustainability strategies to defining and tracking sustainability related financial returns to governance and culture topics. It includes brief quizzes to check your understanding of the concepts. Register for the class here .

Tools For General Partners

Sustainability Strategy Prioritization and Value Driver Tool for Due Diligence and the Holding Period

This two-part assessment and strategy tool aims to help GPs and PE practitioners analyze portfolio company performance on material ESG issues and provides guidance on which sustainability strategies and practices can drive financial value.  The tool is intended to be used first during the due diligence phase to gain a high-level assessment of ESG-related risks and opportunities that can drive improved financial performance, then in the early holding period for material issue prioritization and strategy and KPI development, culminating in strategic inputs and ESG and ROSI (aligned financial metrics) KPIs that can be used to monitor and improve performance during the life of the investment. During the due diligence stage, the objective is to provide an assessment of the current performance of the target on material sustainability issues, together with related value drivers.   After selecting the sector, the model automatically populates the relevant material issues specific to the sector (using the SASB standard) as well as NYU CSB-defined strategies, practices, and value drivers. The tool then guides the assessment of the target portco across several criteria.  This assessment establishes a pulse check on the target company's performance across the spectrum of material issues and identifies red flags and upside opportunities.  A heat map (Figure 1) is generated to help make a decision on whether to move ahead with an investment.

The second stage of the tool is designed for initial implementation during the 100 days of managing a newly acquired portfolio company. This period allows GPs to conduct in-depth research on material issues and strategies, as well as develop specific KPIs for the sustainability strategies they intend to prioritize. Conducting this analysis at the beginning of the holding period allows GPs to: 1) Identify and prioritize the sustainability strategies that will drive the most impact and financial value (see Figure 2) and 2) Begin tracking robust sustainability and related financial KPIs from the start of the holding period to establish a record of sustainability improvement throughout the investment's lifetime (see Figure 3).

Additional insights into using the tool can be found in an article in ImpactAlpha titled "Equipping private equity managers to unlock value through sustainability."

Following are the links to the open source GP tools. We suggest you review the deck for a quick introduction. You may wish to review the tool with the Kraft Heinz example input to see how it works in action.

• Easy to Review Deck : introducing the GP Sustainability Value Driver Tool
• GP Value Drive Excel Tool Example : filled out for Kraft Heinz to illustrate how the tool works with inputs provided
• GP Value Driver Tool with Due Diligence and Holding Period Guidance : a blank template of the two-part tool
• GP Value Driver Tool Blank Template for Due Diligence : a blank template for when PE firm wants only to use this for due diligence alone
• Extensive Database for Sustainability and ROSI KPIs : for additional resources

Tools for Limited Partners

Sustainability/ESG Due Diligence and Monitoring Impact

According to Private Equity International’s LP Perspectives 2023 Study , “88% of LPs take evidence and consideration of ESG into account during manager due diligence” and “69%  of LPs  believe adopting a strong ESG policy will lead to better long-term returns in their private markets portfolio.”  In a Bain report , 50% of LPs surveyed cited better investment performance as a key reason to incorporate ESG. 

However, Limited Partners typically do not have much hands-on involvement in their investments and tracking the GP commitment to sustainability can be difficult. In addition, the LPS have differing sustainability objectives – a foundation endowment, for example, might be more focused on ensuring positive social impact, while a pension fund may be looking to avoid risk due to climate change or other ESG factors.

According to interviews conducted by NYU Stern CSB, many LPs report that they struggle with creating robust engagement with GPs on their ESG approach or the sustainability performance of their portfolio companies.  There are two phases of engagement:  the first focused on due diligence related to the PE firm itself, the second on the ESG performance of the fund/portfolio companies.  The LPs use tools such as the ILPA Due Diligence Questionnaire as informed by the UN Principles for Responsible Investment DDQ, SASB standards, and side letters to track sustainability investments, but they struggle with a common approach to request and assess ESG disclosures and impacts.

Our interviews asked LPs for best practice recommendations.  Some LPs have taken current frameworks, such as the ILPA UNPRI and SASB, and adapted them to build their own custom ESG DDQ for their GP selection process.  Others are developing their own quantitative metrics to track and ask of their GPs and portfolio companies.  In addition, some have developed their own sustainability policies that require their teams to score the GP before considering any investment. In response to the challenges, we have developed a two-phased tool for LPs to simplify due diligence and sustainability reporting, enhance transparency and facilitate ongoing assessment, ultimately aiding LPs to make informed investment decisions without compromising returns.  

Phase 1 aims to assist LPs with their due diligence of GPs regarding responsible investing criteria. Most LPs are using the ILPA/UNPRI DDQ to assess GPs. However, because the DDQ has 500 questions, we find that LPs are not able to extract the most material ESG topics related to GP performance.  Accordingly, we have extracted 80 material questions from that DDQ, adding a handful from the ESG Data Convergence Product.  LPs who use that DDQ will have already had the questions filled out and can export them.  Those that don’t use the ILPA DDQ can ask the GPs to fill out the 80 questions directly.  The responses are then graded and mapped into a few key areas (e.g. management and human capital, fund management, societal impact, strategy and innovation) so that a heatmap can demonstrate areas of strength and weakness.  The tool also points to critical non-conformities so the LP can ensure ongoing monitoring of problematic areas (should they decide to proceed with the investment.

The second part of the tool includes CSB-recommended performance-based metrics (aligned with EDCI) aimed at improving data collection and ongoing monitoring for fund and portfolio company performance.  The LP can encourage the GP to track real performance metrics which will provide more decision-useful information.

The ratings of the material questions autopopulate a heat map that assesses performance based on the categories of impact identified in CSB’s first phase of PE research, thereby identifying areas of weakness and strength.  An additional tool highlights major non-conformities that the LP may want to discuss further with the GP.

Following are the links to the open source LP tools, as well as additional reporting tools used to track ESG investments.

• Easy to Review Deck : introducing the LP Due Diligence and Monitoring Sustainability Value Driver Tool
• LP Excel Tool : providing guidance on due diligence and ongoing monitoring of ESG
• Current LP Due Diligence Reporting Tools : for additional resources

NYU Stern would like to thank Arthur D. Little for providing a pro bono secondment to support the development of the GP tool, Investindustrial for contributing grant funds and expertise, ClimateWorks for providing a grant for the development of these tools and the U.S. Endowment for Forestry and Communities for helping to fund the first phase of research.

A Responsible Investing Framework, Insights, and Cases Toward a Positive Pathway

An analysis of the Responsible Investing Framework’s key findings and real-world applications. The whitepaper walks through each category with examples of problematic and positive PE practice, providing insights into pathways that provide positive results for shareholders, portfolio companies, and society.

Interested in learning more?

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How to approach pe investment cases best.

What is the best way to structure a case in which a PE ist considering an investment?

Thanks a lot in advance!

Overview of answers

• Date ascending
• Date descending

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.

• Barriers to entry (BTE)
• 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,

Hi Francesco, thanks for the above. I had a question on your 'goal clarification'. I understand your first 2 points (profits vs synergies) but am struggling to understand your third - would you mind elaborating? Further, is this exhaustive or are there any other goals/ objectives not listed here? Thanks!

Hi there, the third objective may be translated into increase in revenues or a related metric. I would say the most common goal in a PE case is increase profits to resell at higher price, the interviewer can anyway clarify if the objective is different. Hope this helps!

Hey anonymous,

Let me recover one proposal I ellaborated just a few days ago to a (relatively) similar query.

1. analyze the market/external factors

how sizable is currently the market and any growht expectation into the future? (demand side)

what about the competitive landscape? (supply side)

any relevant regulations/barriers to entry? (supply side)

2. analyze the company internal factors

what's the historical financial performance (traditional profitability tree; include benchmark vs. competitors and market share)?

do they have the right/needed capabilities (production, distribution, transport, management)?

3. transaction details

adequate pricing (valuation piece)

how to finance the transaction

exit strategy

At the consulting interviews you may have two types of PE cases:

• Due-diligence of the target company
• Synergies calculation of two merging companies

You can check which type of case you have by asking whether the PE fund already has another company in the portfolio for the synergies.

1. For DD you can use the following structure:

• Growth rates
• Profitability
• Distribution channels
• 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)
• Unit economics (Margins, costs) in current or target markets
• Product mix
• Key capabilities

Feasibility of exit :

• Exit multiples
• Existence of buyers

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

• 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.)
• Cost synergies - typically you use a value chain structure tailored to the industry (e.g. supply-production-distribution-marketing-after sales support)
• Risks - major risks that can decrease the synergies (tip: don't underestimate the merging companies culture factor)
• Total synergies potential in $, adjusted by risk (probability of failure)

In private equity interviews, 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

I agree with both answers. Maybe to get a little sharper on two points:

1) goal clarification --> if it's a PE firm you can ask immediately what is the exit hurdle rate and time horizon of investment. It's a fair assumption that a PE doesn't acquire for just "making a profit" but has a clear threshold in mind. Also In terms of synergies, that goes back to how do those synergies turn into reaching the threshold for both current target and old portfolio company (very rare)

2) valuation --> while is good to list all methods, would feel that suggesting to do a DCF during a live interview would be sadist unless a table with discount rates for all years is provided. My preference always goes for multiples and then ask if they do have a DCF done to compare between the two.

hope it helps!

Private Equity case interview

I don't have personal experience interviewing with PE firms, but according to my friends:

1. The focus is on valuation cases (duh :P) - these require you to estimate a target company's revenue sources, costs and do some basic DCF calculations to arrive at a price that they should pay for the target.

2. The cases are math-heavy and you are required to be quick on your feet with calculations and estimates.

3. Be clear on the personal interview front - why do you want to join PE? How do your story and motivations lead up to this?

All the best!

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Consulting Case Interview Prep: Private Equity Acquisition

Written by . Posted in Case Interview Prep

When you decide to pursue a career in management consulting, you accept the fact that you will need to ace a few case interview rounds before you can sign the employment contract. A business situation will be presented to you; you are expected to analyze the scenario and generate sensible recommendations within a limited period of time.

This type of interview aims to assess how you apply logic in resolving an ambiguous and stressful situation. The prospective firm wants to know if you are analytic, organized, and sharp enough to handle the responsibilities and duties of a consultant. Your communication skills will also be evaluated as this ability is crucial in conveying important messages to both client employees and top management.

Importance of Practice

The key to mastering this challenge is practice. Familiarizing yourself with various business cases and frameworks equips you with an in-depth understanding about the nature, requirements, and process of the interview. Take full advantage of the free resources on the websites of top consulting firms such as McKinsey, Bain, BCG, and other reputable firms.

As an additional preparatory material, below is a private equity acquisition case taken from Consulting Job Academy , one of the best online courses for management consulting applicants. This excellent example details the logical process of arriving at the final conclusion, thereby giving you concrete guidelines on how to manage your actual case interview.

Greystone Partners, a North American-based private equity firm, is considering the acquisition of Deluxe Cane, the leading manufacturer of walking canes for the elderly in the US. Greystone Partners has engaged your team to help determine whether to proceed with the investment.

Here is the data we have:

Case Questions

Below are the questions you should answer to resolve the case:

• Estimate the market size for walking canes in the US. Is the market attractive?
• How is the financial performance of Deluxe Cane?
• You have just run additional competitive analysis and found that Deluxe Cane’s two largest competitors operate as part of larger organizations that sell related mobility devices. Using all the information you have collected thus far, do you believe Deluxe Cane is competitively positioned?
• What other issues would you want to analyze before making an investment decision?
• Should Greystone Partners invest in DC?

Case Solutions

Below are the detailed answers to the aforementioned questions:

Firstly, you need to establish the structure you will use for estimating market size:

Secondly, you will make the estimations. You can either make your own assumptions or ask for inputs.

• US Population: 300 million
• Population over 70 years: 15%
• Percent of >70 population needing a cane: 40%
• Average life of cane: 5 years

Now you can do the actual calculations. The population over 70 years is 45 million and 40% of these need a cane. That is 18 million. Assuming that the average life of a cane is 5 years, one-fifth of these 18 million buys one cane every year. That is 3.6 million canes annually.

The second part of the question leads to the discussion of market attractiveness. The four factors that drive this are market performance, competition, suppliers, and customers. Because you do not have any information about suppliers and customers, you would make your analysis based on the remaining two factors.

• Market performance . You already know the size of the market, and you can see that at least Competitor 1 and Competitor 2 have solid operating margins. You should also make a comment about market growth, which is typically population-driven at about 3% per year. Aging populations will likely cause the market growth to increase.
• Competition . The competition is limited with 3 large players with about 1/3 market share for each. It would be hard for customers to find substituting products, and the fact that there are only 3 players indicates that the market is difficult to enter for new players. This is a good competition situation.

Based on this analysis, the market seems attractive. You would want to comment that an analysis of suppliers and customers is also necessary to make a sound recommendation.

Discuss that revenues are larger than the share of volume. The prices of Deluxe Cane’s canes are higher than the prices charged by the competition. Does this matter? Yes, walking canes are largely a commodity product and the elderly, living on fixed-incomes, are price sensitive.

You should also comment that the gross margin is significantly lower for Deluxe Cane than for its competitors. This means that Deluxe Cane has much higher production costs. Don’t be tricked by the fact that they are able to charge slightly higher prices.

The financial performance is quite bad compared to the competition.

Knowing that Deluxe Cane’s competitors are a part of larger organizations selling mobility devices should worry you. Both competitors will be able to benefit from economies of scale, and they have already priced their walking canes lower. This allows them to win market share. Deluxe Cane has lost 9 percentage points market share in the last 5 years to these competitors. As discussed earlier, Deluxe Cane’s cost structure is high relative to its peers, and Deluxe Cane has a significant material procurement disadvantage.

The conclusion is that Deluxe Cane is not competitively positioned – although it is in an attractive market.

To answer this question, you need to analyze the target company, market performance, strategic fit and deal economics. A private equity fund does not need to have a strategic fit (as it is not a market player), but needs an exit strategy.

You have already discussed market performance and also done some analysis on Deluxe Cane. So, the two major issues left for analysis are the deal economics and exit strategy. Here are some questions that you want to analyze before making an investment decision:

• What is the likely pricing?
• Will Greystone be able to meet its return hurdles (about 20% IRR)?
• Does Greystone have related portfolio companies that might allow for procurement synergies along the lines of what the competition is able to achieve?
• Can the transaction be financed?
• What is the exit strategy?

This should be a pretty easy conclusion to make.

No, Greystone Partners should not invest in Deluxe Cane primarily due to a difficult competitive position. Deluxe Cane is losing share to two competitors who are lower-priced and have significant built-in cost advantages.

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Bridging private equity’s value creation gap

For the past 40 years or so, private equity (PE) buyout managers largely invested capital in an environment of declining interest rates and escalating asset prices. During that period, they were able to rely on financial leverage, enhanced tax and debt structures, and increasing valuations on high-quality assets to generate outsize returns for investors and create value.

Times have changed , however. Since 2020, the cost of debt has increased and liquidity in debt markets is harder to access given current interest rates, asset valuations, and typical bank borrowing standards. Fund performance has suffered as a result: PE buyout entry multiples declined from 11.9 to 11.0 times EBITDA through the first nine months of 2023. 1 2024 Global Private Markets Review , McKinsey, March 2024.

Even as debt markets begin to bounce back, a new macroeconomic reality is setting in—one that requires more than just financial acumen to drive returns. Buyout managers now need to focus on operational value creation strategies for revenue growth, as well as margin expansion to offset compression of multiples and to deliver desired returns to investors.

Based on our years of research and experience working with a range of private-capital firms across the globe, we have identified two key principles to maximize operational value creation.

First, buyout managers should invest with operational value creation at the forefront . This means that in addition to strategic diligence, they should conduct operational diligence for new assets. Their focus should be on developing a rigorous, bespoke, and integrated approach to assessing top-line and operational efficiency. During the underwriting process, managers can also identify actions that could expand and improve EBITDA margins and growth rates during the holding period, identify the costs involved in this transformation, and create rough timelines to track the assets’ performance. And if they acquire the asset, the manager should: 1) clearly establish the value creation objectives before deal signing, 2) emphasize operational and top-line improvements after closing, and 3) pursue continual improvements in ways of working with portfolio companies. Meanwhile, for existing assets, the manager should ensure that the level of oversight and monitoring is closely aligned with the health of each asset.

Second, everyone should understand and have a hand in improving operations . Within the PE firm, the operating group and deal teams should work together to enable and hold portfolio companies accountable for the execution of the value creation plan. This begins with an explicit focus on “linking talent to value”—ensuring leaders with the right combination of skills and experience are in place and empowered to deliver the plan, improve internal processes, and build organizational capabilities.

In our experience, getting these two principles right can significantly improve PE fund performance. Our initial analysis of more than 100 PE funds with vintages after 2020 indicates that general partners that focus on creating value through asset operations achieve a higher internal rate of return—up to two to three percentage points higher, on average—compared with peers.

The case for operational efficiency

The ongoing macroeconomic uncertainty has made it difficult for buyout managers to achieve historical levels of returns in the PE buyout industry using old ways of value creation. 2 Overall, roughly two-thirds of the total return for buyout deals that were entered in 2010 or later, and exited 2021 or before, can be attributed to market multiple expansion and leverage. See 2024 Global Private Markets Review .   And it’s not going to get any easier anytime soon, for two reasons.

Higher-for-longer rates will trigger financing issues

The US Federal Reserve projects that the federal funds rate will remain around 4.5 percent through 2024, then potentially drop to about 3.0 percent by the end of 2026. 3 “Summary of economic projections,” Federal Reserve Board, December 13, 2023.   Yet, even if rates decline by 200 basis points over the next two years, they will still be higher than they were over the past four years when PE buyout deals were underwritten.

This could create issues with recapitalization or floating interest rate resets for a portfolio company’s standing debt. Consider that the average borrower takes a leveraged loan at an interest coverage ratio of about three times EBIDTA (or 3x). 4 The interest coverage ratio is an indicator of a borrower’s ability to service debt, or potential default risk.   With rising interest expenses and additional profitability headwinds, these coverage ratios could quickly fall below 2x and get close to or trip covenant triggers around 1x. In 2023, for example, the average leveraged loan in the healthcare and software industries was already at less than a 2x interest coverage ratio. 5 James Gelfer and Stephanie Rader, “What’s the worst that could happen? Default and recovery rates in private credit,” Goldman Sachs, April 20, 2023.   To avoid a covenant breach, or (if needed) increasing recapitalization capital available without equity paydown, managers will need to rely on operational efficiency to increase EBITDA.

Valuations are mismatched

If interest rates remain high, the most recent vintage of PE assets is likely to face valuation mismatches at exit, or extended hold periods until value can be realized. Moreover, valuation of PE assets has remained high relative to their public-market equivalents, partly a result of the natural lag in how these assets are marked to market. As the CEO of Harvard University’s endowment explained in Harvard’s 2023 annual report, it will likely take more time for private valuations to fully reflect market conditions due to the continued slowdown in exits and financing rounds. 6 Message from the CEO of Harvard Management Company, September 2023.

Adapting PE’s value creation approach

Operational efficiency isn’t a new concept in the PE world. We’ve previously written  about the strategic shift among firms, increasingly notable since 2018, moving from the historical “buy smart and hold” approach to one of “acquire, align on strategy, and improve operating performance.”

However, the role of operations in creating more value is no longer just a source of competitive advantage but a competitive necessity for managers. Let’s take a closer look at the two principles that can create operational efficiency.

Invest with operational value creation at the forefront

PE fund managers can improve the profitability and exit valuations of assets by having operations-related conversations up front.

Assessing new assets. Prior to acquiring an asset, PE managers typically conduct financial and strategic diligence to refine their understanding of a given market and the asset’s position in that market. They should also undertake operational diligence—if they are not already doing so—to develop a holistic view of the asset to inform their value creation agenda.

Operational diligence involves the detailed assessment of an asset’s operations, including identification of opportunities to improve margins or accelerate organic growth. A well-executed operational-diligence process can reveal or confirm which types of initiatives could generate top-line and efficiency-driven value, the estimated cash flow improvements these initiatives could generate, the approximate timing of any cash flow improvements, and the potential costs of such initiatives.

The results of an operational-diligence process can be advantageous in other ways, too. Managers can use the findings to create a compelling value creation plan, or a detailed memo summarizing the near-term improvement opportunities available in the current profit-and-loss statement, as well as potential opportunities for expansion into adjacencies or new markets. After this step is done, they should determine, in collaboration with their operating-group colleagues, whether they have the appropriate leaders in place to successfully implement the value creation plan.

These results can also help managers resolve any potential issues up front, prior to deal signing, which in turn could increase the likelihood of receiving investment committee approval for the acquisition. Managers also can share the diligence findings with co-investors and financiers to help boost their confidence in the investment and the associated value creation thesis.

It is crucial that managers have in-depth familiarity with company operations, since operational diligence is not just an analytical-sizing exercise. If they perform operational diligence well, they can ensure that the full value creation strategy and performance improvement opportunities are embedded in the annual operating plan and the longer-term three- to five-year plan of the portfolio company’s management team.

Assessing existing assets. When it comes to existing assets, a fundamental question for PE managers is how to continue to improve performance throughout the deal life cycle. Particularly in the current macroeconomic and geopolitical environment, where uncertainty reigns, managers should focus more—and more often—on directly monitoring assets and intervening when required. They can complement this monitoring with routine touchpoints with the CEO, CFO, and chief transformation officer (CTO) of individual assets to get updates on critical initiatives driving the value creation plan, along with ensuring their operating group has full access to each portfolio company’s financials. Few PE managers currently provide this level of transparency into their assets’ performance.

To effectively monitor existing assets, managers can use key performance indicators (KPIs) directly linked to the fund’s investment thesis. For instance, if the fund’s investment thesis is centered on the availability of inventory, they may rigorously track forecasts of supply and demand and order volumes. This way, they can identify and address issues with inventory early on. Some managers pull information directly from the enterprise resource planning systems in their portfolio companies to get full visibility into operations. Others have set up specific “transformation management offices” to support performance improvements in key assets and improve transparency on key initiatives.

We’ve seen managers adopt various approaches with assets that are on track to meet return hurdles. They have frequent discussions with the portfolio company’s management team, perform quarterly credit checks on key suppliers and customers to ensure stability of their extended operations, and do a detailed review of the portfolio company’s operations and financial performance two to three years into the hold period. Managers can therefore confirm whether the management team is delivering on their value creation plans and also identify any new opportunities associated with the well-performing assets.

If existing assets are underperforming or distressed, managers’ prompt interventions to improve operations in the near term, and improve revenue over the medium term, can determine whether they should continue to own the asset or reduce their equity position through a bankruptcy proceeding. One manager implemented a cash management program to monitor and improve the cash flow for an underperforming retail asset of a portfolio company. The approach helped the portfolio company overcome a peak cash flow crisis period, avoid tripping liquidity covenants in an asset-backed loan, and get the time needed for the asset’s long-term performance to improve.

Reassess internal operations and governance

In addition to operational improvements, managers should also assess their own operations and consider shifting to an operating model that encourages increased engagement between their team and the portfolio companies. They should cultivate a stable of trusted, experienced executives within the operating group. They should empower these executives to be equal collaborators with the deal team in determining the value available in the asset to be underwritten, developing an appropriate value creation strategy, and overseeing performance of the portfolio company’s management.

Shift to a ‘just right’ operating model for operating partners. The operating model through which buyout managers engage with portfolio companies should be “just right”—that is, aligned with the fund’s overall strategy, how the fund is structured, and who sets the strategic vision for each individual portfolio company.

There are two types of engagement operating models—consultative and directive. When choosing an operating model, firms should align their hiring and internal capabilities to support their operating norms, how they add value to their portfolio companies, and the desired relationship with the management team (exhibit).

Take the example of a traditional buyout manager that acquires good companies with good management teams. In such a case, the portfolio company’s management team is likely to already have a strategic vision for the asset. These managers may therefore choose a more consultative engagement approach (for instance, providing advice and support to the portfolio company for any board-related issues or other challenges).

For value- or operations-focused funds, the manager may have higher ownership in the strategic vision for the asset, so their initial goal should be to develop a management team that can deliver on a specific investment thesis. In this case, the support required by the portfolio company could be less specialized (for example, the manager helps in hiring the right talent for key functional areas), and more integrative, to ensure a successful end-to-end transformation for the asset. As such, a more directive or oversight-focused engagement operating model may be preferred.

Successful execution of these engagement models requires the operating group to have the right talent mix and experience levels. If the manager implements a “generalist” coverage model, for example, where the focus is on monitoring and overseeing portfolio companies, the operating group will need people with the ability (and experience) to support the management in end-to-end transformations. However, a different type of skill set is required if the manager chooses a “specialist” coverage model, where the focus is on providing functional guidance and expertise (leaving transformations to the portfolio company’s management teams). Larger and more mature operating groups frequently use a mix of both talent pools.

Empower the operating group. In the past, many buyout managers did not have operating teams, so they relied on the management teams in the portfolio companies to fully identify and implement the value creation plan while running the asset’s day-to-day operations. Over time, many top PE funds began to establish internal operating groups  to provide strategic direction, coaching, and support to their portfolio companies. The operating groups, however, tended to take a back seat to deal teams, largely because legacy mindsets and governance structures placed responsibility for the performance of an asset on the deal team. In our view, while the deal team needs to remain responsible and accountable for the deal, certain tasks can be delegated to the operating group.

Some managers give their operating group members seats on portfolio company boards, hiring authority for key executives, and even decision-making rights on certain value creation strategies within the portfolio. For optimal performance, these operating groups should have leaders with prior C-suite responsibility or commensurate accountability within the PE fund and experience executing cross-functional mandates and company transformations. Certain funds with a core commitment to portfolio value creation include the leader of the operating group on the investment committee. Less-experienced members of the operating group can have consultative arrangements or peer-to-peer relationships with key portfolio company leaders.

Since the main KPIs for operating teams are financial, it is critical that their leaders understand a buyout asset’s business model, financing, and general market dynamics. The operating group should also be involved in the deal during the diligence phase, and participate in the development of the value creation thesis as well as the underwriting process. Upon deal close, the operating team should be as empowered as the deal team to serve as stewards of the asset and resolve issues concerning company operations.

Some funds also are hiring CTOs  for their portfolio companies to steer them through large transformations. Similar to the CTO in any organization , they help the organization align on a common vision, translate strategy into concrete initiatives for better performance, and create a system of continuous improvement and growth for the employees. However, when deployed by the PE fund, the CTO also often serves as a bridge between the PE fund and the portfolio company and can serve as a plug-and-play executive to fill short-term gaps in the portfolio company management team. In many instances, the CTO is given signatory, and occasionally broader, functional responsibilities. In addition, their personal incentives can be aligned with the fund’s desired outcomes. For example, funds may tie an element of the CTO’s overall compensation to EBITDA improvement or the success of the transformation.

Bring best-of-breed capabilities to portfolio companies. Buyout managers can bring a range of compelling capabilities to their portfolio companies, especially to smaller and midmarket companies and their internal operating teams. Our conversations with industry stakeholders revealed that buyout managers’ skills can be particularly useful in the following three areas:

• Procurement. Portfolio companies can draw on a buyout manager’s long-established procurement processes, team, and negotiating support. For instance, managers often have prenegotiated rates with suppliers or group purchasing arrangements that portfolio companies can leverage to minimize their own procurement costs and reduce third-party spending.
• Executive talent. They can also capitalize on the diverse and robust network of top talent that buyout managers have likely cultivated over time, including homegrown leaders and ones found through executive search firms (both within and outside the PE industry).
• Partners. Similarly, they can work with the buyout manager’s roster of external experts, business partners, suppliers, and advisers to find the best solutions to their emerging business challenges (for instance, gaining access to offshore resources during a carve-out transaction).

Ongoing macroeconomic uncertainty is creating unprecedented times in the PE buyout industry. Managers should use this as an opportunity to redouble their efforts on creating operational improvements in their existing portfolio, as well as new assets. It won’t be easy to adapt and evolve value creation processes and practices, but managers that succeed have an opportunity to close the gap between the current state of value creation and historical returns and outperform their peers.

Jose Luis Blanco is a senior partner in McKinsey’s New York office, where Matthew Maloney is a partner; William Bundy is a partner in the Washington, DC, office; and Jason Phillips is a senior partner in the London office.

The authors wish to thank Louis Dufau and Bill Leigh for their contributions to this article.

This article was edited by Arshiya Khullar, an editor in McKinsey’s Gurugram office.

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Microsoft Copilot Studio: Building copilots with agent capabilities

Omar Aftab , Vice President, Conversational AI , Tuesday, May 21, 2024

At Microsoft Build 2024 , we’re excited to announce a host of new powerful capabilities in   Microsoft Copilot Studio —t he single conversational AI tool you can use to create your very own custom copilots or extend Microsoft C opilot experiences with your own enterprise data and scenarios.

The first of these are c opilots that can now act as independent agents— ones that can be triggered by events— not just conversation— and can automa te and orchestrate complex, long-running business processes with more autonomy and less human intervention.

For instance, consider the potential of a copilot that can react when an email arrives, look up the sender’s details, see their previous communications, and use generative AI to trigger the appropriate chain of actions in their response. From understanding the intent of the email, to look ing up the sender’s details and account , see ing their previous communications, checking inventory,   responding to the sender asking for their preferences, and then taking the appropriate actions to close a ticket — orchestrating and shepherding an entire process over days.  

With such capabilities, copilots are evolving from those that work with you to those that work for you. They can be designed to handle specific roles or functions, such as IT, marketing, sales, customer success, and finance across various industries, including travel, retail, and financial services.  

With these new capabilities, here are some examples of the kinds of copilots our customers can build:  

• IT help desk .  IT support is complex, involving tickets, order numbers, approvals, and stock levels . O pening and closing a ticket can be a long-running task that spans days. A copilot can now handle this process, interfacing with IT service management applications, resolving IT tickets with context and memory, creating purchase orders for device refresh, and reaching out and getting managers approvals — all independently .
• Employee onboarding . Onboarding new employees is often expensive and slow. Now, imagine you’re a new hire. A copilot greets you, reasons over HR data, and answers your questions. It introduces you to your buddy, provides training and deadlines, assists with forms, and sets up your first week of meetings. Throughout all of this, the copilot is in touch, guiding you through the weeks -long onboarding and account set up processes.  
• Personal concierge for sales and service . Balancing exceptional customer experience while meeting ambitious revenue goals can be challenging. When a copilot serves guests, i t can use the memory of previous conversations with guests to remember their preferences, make reservations, handle complaints, and answer questions related to the products and services on offer. The copilot learns from its interactions and proposes new ways of handling customer scenarios. By doing so, copilots can increase upsell and attachment rates, driving revenue for the resort while simultaneously enhancing guest experience, satisfaction rates, and repeat business.

Let’s dig deeper into a few of the underlying capabilities that make all this possible:

• Asynchronous orchestration of complex tasks . The first is the ability to use generative AI- powered   planning and reasoning to manage complex, multi step, long-running tasks. For example, reacting to a new order means determining the need to verify inventory, trigger ing the right payment processes, pinging a supervisor for approval if the amount is above a certain threshold, and replying with a confirmation. Many of these events can take hours—or even days— to complete, but the copilot will run through them , maintaining the necessary state and context to do so.
• Memory and context . One of the frustrating things about support has traditionally been having to repeat information: who you are, what your policy number is, what your address is. There is no continuity of conversation. Copilots will now learn from previous conversations from the users and utilize this knowledge to continually personalize interactions . A copilot may not need to ask you for your laptop model or your address when you call again for the same issue. Conversations will thus become long-running, contextual, and deeply personalized.
• Monitor, learn, and improve . Copilots can now learn and adapt, offering monitoring and teaching capabilities to make their interactions better. Each copilot records a comprehensive history of its activities, providing transparency into its performance, including user interactions, actions taken, and feedback received, and you can see what decisions it made — and correct and teach them — with just a few clicks.

• Delegation with confidence and guardrails . When developing copilots with agent capabilities, establishing clear boundaries is paramount. Copilots operate strictly within the confines of the maker-defined instructions, knowledge, and actions. The data sources linked to the copilot adhere to stringent security measures and controls, managed through the unified admin center of Copilot Studio. This includes data loss prevention, robust authentication protocols, and more.

The se advanced new capabilities in Copilot Studio are currently accessible to customers participating in a limited private preview  where organizations such as Centro de la Familia are excited to explore agent capabilities that support teachers and case workers, allowing them to spend less time on administrative tasks and more time working with children, ultimately leading to better child outcomes . Based on feedback from program participants, we will continue to iterate and refine these capabilities for broader access in a preview planned for later this year .  

Additional innovations with Copilot Studio

There’s a lot more to share at Microsoft Build with Copilot Studio, and we’ll touch on just a few of our new capabilities here. To learn more — just sign up and try it out for yourself here .

It’s easier than ever to create c opilots .  With Copilot Studio, creating and testing copilots is now incredibly simple. You can create your copilot with our brand new conversationally driven experience — simply describe what you want it to do, and what knowledge you want it to have, and Copilot Studio will create your very own c opilot. You can then immediately test it out, add additional capabilities, such as your own actions, APIs, and enterprise knowledge — and then publish it live with a few clicks.

Connect all your enterprise data with Copilot c onnectors .   Customers want copilots connected with data from their own enterprises business systems and apps. Copilot connectors enable anyone to ground their copilot in business and collaboration data. This makes it possible for copilots to use various data sources, including public websites, SharePoint, OneDrive, Microsoft Dataverse tables, Microsoft Fabric OneLake (coming this calendar year), Microsoft Graph, as well as leading third-party apps. You can even create your own custom generative prompts to configure how a copilot handles a response from an API or connector.

Here are a few examples of how Copilot connectors can transform copilot experiences for specific personas or functions:

• Legal and Compliance . Navigate complex legal landscapes with a Copilot extension that queries specific legal datasets, ensuring controlled and compliant responses without overwhelming users with extraneous information.
• HR Helper . Assist employees with accessing essential resources for benefits and PTO policies, and even book time off directly through Copilot.
• Incident Report Coordinator . Workers can locate the right documentation, report incidents, and track them efficiently, all within the context of the chat.

Starting in June 2024, developers can access the preview for Copilot connectors and stay informed on updates here .

Conversational analytics (private preview) : One of the most common asks from customers has been the need for deeper insight into what their copilot is doing, how generative AI is responding, when it was unable to give the right answers and why — and recommendations on what to do to improve it.

Templates : If simply describing your copilot to build it wasn’t easy enough, Copilot Studio will now also include a variety of pre-built copilot samples for departments and industries. Some templates — such as Safe Travels for comprehensive travel support, Organization Navigator for organizational clarity, Kudos Copilot for fostering recognition, Wellness for employee health insights — are available now, with many more releasing in the coming months.

Enhanced security and controls (public preview ) : Administrators can now configure advanced settings beyond the default security measures and controls. With Microsoft Purview , Copilot Studio administrators gain access to more detailed governance tools, including audit logs, inventory capabilities, and sensitivity labels. They will be able to review comprehensive audit logs that cover tenant-wide usage, inventory (with API support), and tenant hygiene (such as data loss prevention violations and inactive copilots), enabling them to effectively monitor business impact. Both creators and end-users will be able to view sensitivity labels when responses are generated using AI-powered answers based on SharePoint documents.

With all the amazing innovations, numerous organizations are using Copilot Studio to build transformative generative AI-powered solutions. Check out this story from Nsure on how they are using Copilot Studio:

Get started today with Copilot Studio

This is just a glimpse of all the exciting innovation around copilots and Copilot Studio — we have a host of exciting new capabilities to share in our sessions at Build. So, join us in watching the sessions below, and try out Copilot Studio yourself and build and share your very own copilot in minutes.

Watch the sessions at Microsoft Build:

• “ Microsoft Build opening keynote ”
• “ Next generation AI for developers with the Microsoft Cloud ”
• “ Shaping next-gen development: the future of Copilot in Power Platform ”

Deeper dives:

• Breakout: “ What’s new with Microsoft Copilot Studio ”
• Breakout with demos: “ Build your own copilot with Microsoft Copilot Studio ”
• Breakout with demos: “ Build Microsoft Copilot extensions with Copilot Studio ”
• Demo (live only): “ Build your own Copilot extension with Microsoft Copilot Studio ”