growing up native essay thesis

Analysis of Carol Geddes’ Growing Up Native

Growing up native, Carol Geddes faces several hardships that she resiliently pushes through; from fearing forced assimilation into Euro-Canadian society to pursuing her dreams while still being in touch with her culture. Carol Geddes’ Growing Up Native illustrates the experiences and hardships of Indigenous people, with a focus on Geddes’ life; starting from her memorable childhood to the excitement she felt getting accepted into university. During this timeframe, Geddes experiences an abundance of setbacks including racism, working menial jobs as a teenager, and the struggles of being Indigenous in a predominantly white community. Geddes highlights that Indigenous people should be treated equally in society and there are no limits to what they can accomplish. 

While reading this essay, I was able to make various connections.“It didn’t matter who was carrying me—there was security in every pair of arms” (1). The reliance on extended family is common among many families, including mine. Similar to Geddes, I had an upbringing centered around family. Without my elders’ wisdom, I would be out of touch with my heritage and culture, which Geddes discusses the importance of. Next, in some aspects, this story reminds me of Maternal Ties, a poem by Sable Sweetgrass. Both texts delve into the importance of preserving heritage and culture. In both pieces, the narrator overcomes obstacles and acknowledges that the sky's the limit; Geddes with pursuing post-secondary education at a young age and Sweetgrass with walking across her graduation stage in traditional attire, which was prohibited. Furthermore, in both texts, the narrators pursue post-secondary education and use that knowledge to make a change in Indigenous communities; Geddes with her interest in Indigenous filmmaking and Sweetgrass with her degree in International Indigenous Studies and Film. Lastly, adoption and foster care tends to strip many children from their culture, which Geddes mentions in the essay. In Growing Up Native, Geddes says, “Social workers were scooping up native children and adopting them to white families in the south” (7), which reminds me of the inadequate foster care system, where social workers send children to homes that are not suitable for them (culturally, socially, etc). Some families foster/adopt children from backgrounds they are not familiar with, sometimes resulting in issues such as physical, mental, and sexual abuse. These systems need to be reformed, taking some of the most vulnerable children into consideration (Indigenous, Black, and other minorities). In summation, many connections can be made with this essay, even with non-Indigenous ideas; these connections underline the importance of culture and the inequality minorities face in what we claim is an “equal” society.  

Analyzing the essay, Geddes uses a number of stylistic features to get her point across. Her use of idioms makes the writing more evocative and conveys a deep message in an understandable and concise way. Two meaningful idioms I analyzed were, “That was the beginning of the end of the Teslin Tlingit people’s way of life,” (4) and “I was hungry for experiences,” (9). In the first idiom, Geddes talks about how the construction of the Alaska Highway was the beginning of an end for their way of life, that everything they have always grown to know would be changed. Their sacred land was being destroyed before their eyes, which is unjust, tying into the inequality they face. The second idiom conveys the excitement Geddes felt when she moved to Whitehorse; she was ready to experience new things in a large town that was more connected with the outside world. These experiences tie into the idea seen in the essay of Indigenous people venturing out and achieving their goals. Another stylistic feature that makes the essay more effective is the structure of Geddes’ writing. She follows the beginning, middle, and end structure but unlike a traditional essay, there are paragraphs in which she backtracks to her childhood or fast tracks to the present day. This was evident in phrases such as, “But I’m getting ahead of myself” (3), and “Let me tell you a story” (10). I found this to be an entertaining stylistic choice because it made the essay less formal, essentially making it more casual and story-like. Overall, these two stylistic features evoked powerful feelings and made the essay engaging. 

Carol Geddes’ Growing Up Native should be studied in school because it teaches people the importance of equality and overcoming obstacles that stop them from achieving their goals, like Geddes and other Indigenous people.

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m&a model case study

Deciphering the m&a case study framework: a comprehensive guide.

Looking to master the art of M&A case study analysis? Look no further than our comprehensive guide! From understanding the key components of a successful framework to analyzing real-world case studies, this article has everything you need to become an expert in M&A strategy.

Posted May 11, 2023

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Mergers and acquisitions (M&A) are an essential aspect of the modern business world, where companies are looking for ways to expand their operations, increase their market share, and diversify their product offerings. M&A can take many forms, including mergers, acquisitions, joint ventures, and strategic alliances. This comprehensive guide aims to provide a detailed understanding of the M&A case study framework and the critical factors that influence the success of M&A transactions.

What is M&A and Why is it Important in Today's Business Landscape?

Mergers and acquisitions refer to the process of combining two or more companies or businesses. M&A is typically used as a growth strategy as it enables companies to expand their market share, reduce their costs, gain access to new technologies or products, and achieve economies of scale. M&A is also used as a way for companies to enter new markets, diversify their product offerings or strategic partnerships and collaborations.

M&A is a critical aspect of today's business landscape, as it enables companies to maximize value creation and improve their competitiveness in the global marketplace. Successful M&A transactions can lead to better financial performance, increased shareholder value, and enhanced market position.

However, M&A transactions can also be risky and complex, requiring careful planning, due diligence, and execution. Companies must consider various factors such as cultural differences, regulatory requirements, and potential legal issues that may arise during the process. Poorly executed M&A transactions can result in financial losses, damage to reputation, and even legal consequences.

Moreover, M&A activity is influenced by various external factors such as economic conditions, political instability, and technological advancements. For instance, the COVID-19 pandemic has significantly impacted M&A activity, with many companies delaying or canceling their transactions due to the uncertainty and economic downturn caused by the pandemic.

Understanding the Different Types of M&A Transactions

There are several different types of M&A transactions that companies can use as a growth strategy, such as horizontal, vertical, and conglomerate mergers and acquisitions.

Horizontal mergers involve the combination of two companies that operate in the same industry or market. Such mergers aim to increase market share, reduce competition, and achieve economies of scale.

Vertical mergers refer to the combination of two companies that operate in different levels of the value chain of the same industry. Vertical mergers aim to increase efficiency, reduce the cost of raw materials, and improve supply-chain management.

Conglomerate mergers involve the combination of two unrelated companies that operate in different industries or markets. Such mergers aim to diversify the product portfolio, reduce business risk, and achieve economies of scale.

Another type of M&A transaction is a reverse merger, which involves a private company acquiring a public company. This allows the private company to go public without having to go through the lengthy and expensive process of an initial public offering (IPO).

Finally, there are also friendly and hostile takeovers. A friendly takeover is when the target company agrees to be acquired by the acquiring company, while a hostile takeover is when the acquiring company makes an offer to the target company's shareholders without the approval of the target company's management.

Identifying the Key Players in M&A Case Studies

There are several key players involved in M&A transactions, including the acquiring company, the target company, the board of directors, the shareholders, and the investment bankers and advisors. The acquiring company is the buyer of the target company, while the target company is the company that is being acquired. The board of directors plays a crucial role in the approval of the transaction, while shareholders have the power to vote and approve the deal. Investment bankers and advisors are usually responsible for facilitating the transaction and advising on the best strategy for the acquiring company.

It is important to note that the role of each key player can vary depending on the specific M&A case. For example, in a hostile takeover, the target company and its board of directors may resist the acquisition, while the acquiring company may need to work with its investment bankers and advisors to come up with a more aggressive strategy. Additionally, the shareholders may have different opinions on the deal, and it is important for the acquiring company to communicate effectively with them to gain their support. Understanding the unique dynamics of each M&A case is crucial for identifying the key players and their roles.

Analyzing the Financial Aspects of a M&A Deal

Financial analysis is a critical step in evaluating M&A transactions. Companies need to conduct a thorough financial analysis to determine the value of the target company and the potential benefits of the acquisition. The financial analysis should consider the financial statements of both the acquiring and target companies, including income statements, balance sheets, and cash flow statements. Additional financial metrics such as net present value (NPV) and internal rate of return (IRR) can also be used to evaluate the financial viability of the transaction.

Another important aspect of financial analysis in M&A deals is the consideration of potential risks and uncertainties. Companies need to assess the potential risks associated with the acquisition, such as changes in market conditions, regulatory changes, and integration challenges. This analysis can help companies develop strategies to mitigate these risks and ensure a successful acquisition.

Furthermore, financial analysis can also help companies identify potential synergies between the acquiring and target companies. Synergies can arise from cost savings, revenue growth, and increased market share. By identifying these synergies, companies can better evaluate the potential benefits of the acquisition and develop a plan to realize these synergies post-merger.

Examining the Legal and Regulatory Implications of M&A Transactions

Legal and regulatory due diligence is a necessary step for any M&A transaction. Companies need to ensure that they comply with legal and regulatory requirements and that their transaction does not violate any antitrust, anti-bribery, or data protection laws. Legal and regulatory due diligence can also include assessing licenses, patents, and intellectual property rights.

Additionally, legal and regulatory due diligence can also involve reviewing the target company's contracts, leases, and other legal agreements to identify any potential liabilities or risks. This can include analyzing the terms of employment contracts, supplier agreements, and customer contracts to ensure that they are favorable and do not pose any legal or financial risks to the acquiring company. It is important for companies to conduct thorough legal and regulatory due diligence to avoid any legal or financial consequences that may arise from a poorly executed M&A transaction.

Assessing the Strategic Motivations for M&A Deals

Companies engage in M&A transactions for various strategic reasons such as increasing market share, diversifying the product portfolio, gaining access to new technologies, reducing costs, or achieving economies of scale. It is essential to assess the strategic motivations behind the transaction to determine if the deal makes sense and will add value to the acquiring company.

One of the most common strategic motivations for M&A deals is to gain access to new markets. By acquiring a company that has a strong presence in a particular market, the acquiring company can quickly establish itself in that market and gain a competitive advantage. This can be particularly beneficial for companies that are looking to expand internationally.

Another strategic motivation for M&A deals is to acquire talent. In some cases, a company may be interested in acquiring another company primarily for its employees. This can be especially true in industries where there is a shortage of skilled workers. By acquiring a company with a talented workforce, the acquiring company can quickly build its own team and gain a competitive advantage.

Evaluating the Risks and Benefits of M&A Transactions for Businesses

M&A transactions are not without risks. These risks include the integration of different corporate cultures and management styles, the potential loss of key employees, legal and regulatory compliance issues, and financial risks. On the other hand, M&A transactions can offer significant benefits such as improved market position, greater economies of scale, access to new technologies, and increased shareholder value. It is essential to evaluate the risks and benefits of M&A transactions for businesses and to mitigate risks to ensure a successful transaction.

Developing a Successful M&A Strategy: Tips and Best Practices

Developing a successful M&A strategy requires careful planning and execution. A well-designed strategy can help companies achieve their financial and strategic goals. Some best practices for developing a successful M&A strategy include conducting thorough due diligence, setting clear objectives, identifying potential risks, and developing a post-merger integration plan.

Real-World Examples of Successful M&A Deals and Lessons Learned

There are many examples of successful M&A transactions, including Disney's acquisition of Marvel Entertainment, Procter & Gamble's acquisition of Gillette, and Facebook's acquisition of WhatsApp. By studying these examples, we can learn valuable lessons about the factors that contribute to successful M&A transactions, including proper due diligence, clear strategic objectives, and effective post-merger integration plans.

Common Pitfalls to Avoid When Engaging in a M&A Transaction

M&A transactions can be complex, and there are several common pitfalls that businesses should avoid. These pitfalls include overvaluing the target company, inadequate due diligence, poor communication with stakeholders, and underestimating integration challenges. Avoiding these common pitfalls can help ensure a successful M&A transaction.

The Role of Due Diligence in M&A Case Studies: A Step-by-Step Guide

Due diligence is a critical component of any M&A transaction. Due diligence involves conducting a comprehensive review of the target company to assess its financial, legal, and operational status. A step-by-step guide to due diligence includes analyzing financial statements, reviewing contract agreements, assessing intellectual property rights, and evaluating employee relations and management processes.

How to Measure the Success of Your M&A Deal: Key Performance Indicators to Track

Measuring the success of an M&A transaction is essential to determine if the deal has added value to the acquiring company. Key performance indicators (KPIs) can help companies assess the success of the transaction. These KPIs include financial performance metrics such as revenue growth and profitability, market share, employee satisfaction, and customer satisfaction.

The Future of M&A: Trends, Innovations, and Challenges

The future of M&A transactions is rapidly evolving, driven by technological advancements, changing market conditions, and global economic shifts. Developments such as big data, artificial intelligence, blockchain, and cloud computing are transforming the way companies approach M&A transactions. As the business landscape continues to evolve, businesses will need to embrace innovation and adapt to new challenges to succeed in today's competitive market.

The M&A case study framework is complex, but by understanding the key factors that contribute to a successful transaction, companies can execute M&A deals that create long-term value. The critical success factors for M&A transactions include a well-designed M&A strategy, due diligence, proper financial analysis, and effective post-merger integration planning. By following best practices and learning from real-world examples, businesses can achieve their strategic and financial goals through M&A transactions.

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M&A case interviews overview

A detailed look at m&a case interviews with a sample approach and example.

M&A motivations | Approaching M&A cases | M&A question bank | Example case walk-through #1 | Example case walk-through #2

Acquisitions are exciting and make for great headlines, but the decision to pursue one is serious business - and makes for a great case interview topic!

For example, consider mega deals like Salesforce acquiring Tableau for $15.7B or Kraft and Heinz merging at a combined valued of $45B. Mergers and acquisitions (often abbreviated as M&A) are some of the splashiest business decisions, often due to the large size of the deals and ability to quickly shake up market share.

Like profitability or market entry cases , M&A questions will often come up during a case interview, either as the primary topic or as a component of a broader case.

Typical motivations for M&A activity (Top)

Before jumping into case interviews, let's talk about why a company might pursue a merger or an acquisition in the first place. There are 3 main factors that drive M&A decisions: growth, competition, and synergies.

M&A for growth purposes

When determining a long-term growth strategy, companies have several options they tend to consider: build, buy, or partner. Amazon's growth into the grocery industry is a great example of a company implementing both build and buy strategies.

Amazon began by leveraging their existing capabilities to build their offering internally, adding food products to their platform and same-day food delivery. However, in 2017 they announced the acquisition of Whole Foods . By purchasing an existing player in the grocery space, they were able to acquire not only the Whole Foods brand, customer base, and retail footprint, but also the employees, supplier relationships, and industry know-how. The acquisition allowed them to grow at a quicker pace than they would have been able to otherwise.

M&A for competitive purposes

Competition can be another big driver behind M&A activity. Consider Uber and Didi's merger in 2016. Both companies were spending enormous amounts of money to gain market share (Uber's losses were estimated at ~$2B), but were still not achieving profitability. By coming to a merger agreement, Uber and Didi were able to end the destructive competition in China and move forward as partners with a shared interest in each other's success.

M&A for synergy gains

Other companies pursue mergers or acquisitions due to the complementary nature of combining two businesses. These complementary aspects are called synergies and might include things like the ability to cut out redundant overhead functions or the ability to cross-sell products to shared customers.

The value of potential synergies is typically estimated prior to doing a deal and would be one of the biggest points of discussion for the buyer. Note that the task of estimating the value of synergies is often more art than science, and many companies overvalue the expected synergies they'll get from a deal. This is just one of the reasons more than 70% of M&A deals fail .

The synergies that can be realized through a merger or acquisition will be different for any given pair of companies and will be one of the primary determining factors in a purchase price. For example, the synergies between a mass retailer buying a smaller clothing company will be much larger than if a restaurant were to buy that same clothing company. Common cost structures and revenue streams often result in greater synergies. For example, two similar businesses that merge will be able to streamline their finance, HR, and legal functions, resulting in a more efficient operation.

M&A framework (Top)

Mergers and acquisitions are not entered into by companies lightly. These are incredibly strategic decisions that are enormously expensive, from both a time and resource perspective, so any leadership team will want to do their due diligence and consider these decisions from multiple angles.

While each M&A scenario will have its own unique factors and considerations, there are some recurring topics you'll most likely want to dive into. We'll cover these in five steps below.

💡 Remember that every case is unique. While these steps can apply to many M&A cases, you should always propose a framework tailored to the specific case question presented!

Step 1: Unpack the motivations

Before recommending a merger or acquisition, the first step is to understand the deeper purpose behind this strategic decision. The motivation might be hinted at in your case prompt, or it might be apparent given general knowledge of a particular industry.

For example, if the question is "Snack Co. is looking to expand into Asia and wants to determine if an acquisition of Candy Co. would be successful", you can tell that the underlying motivation for acquisition is growth through geographic expansion. If the question is about an airline looking to buy another airline, the drivers are likely the competitive nature of the industry and potential synergies in the cost structure.

Once you understand what's driving the M&A desire, you'll know what lens to apply throughout the remainder of the case. You'll also be able to weave in your business acumen in your final recommendation.

Step 2: Evaluate the market

As with many case interviews, a well-rounded market analysis is typically a good place to start. In this scenario, the market we're evaluating is that of the target company. The goal here is to develop a broad understanding of the attractiveness of the market, as the client is essentially investing in this space through M&A activity. For this step, consider:

• Size and forecasted growth of the market
• Barriers to entry such as regulations
• The competitive landscape
• Supplier and buyer dynamics

This step should not be skipped, even in the case of a merger between two companies in the same market. It can't be assumed that the market is attractive just because the buyer is in it already. Rather, if the market evaluation proves unattractive, the buyer should not only avoid the deal, but also address their existing strategy internally.

Step 3: Assess the target company

If the market is deemed to be attractive, the next question is if the target is the optimal company to acquire or merge with in that market. The main points to address here are:

• Is the target financially stable e.g. profitable with growing revenues?
• Does it have a large market share or growing customer base?
• Does it have a capable and experienced team?
• Does it have other intangible assets such as a powerful brand or a valuable patent?

Step 4: Identify potential benefits and risks

Next, consider the pros and cons of doing the deal. Where might the buyer be able to realize synergies with the target? What are the biggest risks to doing the deal? What might derail the integration? For this part, consider these key questions:

• Are there cost or revenue synergies between the two companies?
• What are the primary risks to integrating the two companies?
• Are there concerns around cultural fit (95% of executives say this is vital to a deal's success )?

Step 5: Present your recommendation

Finally, pull all of your findings together and share your final recommendation. Make sure to support your argument with data from the earlier steps and note what you would want to look at if you had more time.

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M&A question bank (Top)

Below, you'll a see list of M&A case questions sourced from a top candidate - Ana Sousa , an ex-McKinsey Business Analyst currently pursuing her MBA at OSU.

Case A background :

Our client, NewPharma, is a major pharmaceutical company with USD 20 billion in annual revenue. Its corporate headquarters is located in Germany, with sales offices around the world. NewPharma has a long, successful record in researching, developing, and selling “small molecule” drugs. This class represents the majority of drugs today, such as aspirin. They would like to enter a new, fast-growing segment of biological drugs, which are made with large and more complex molecules, and can treat conditions not addressable by conventional drugs. The Research and Development (R&D) associated with biological molecules is completely different from small molecules. In order to acquire these capabilities, a pharma company can build them from scratch, partner with startups, or acquire them. Competition is already many years ahead of NewPharma, so they are looking to jumpstart their own program by acquiring BioAdvance, a leading biologicals startup headquartered in San Francisco. BioAdvance was founded 10 years ago by renowned scientists and now have 200 employees. It is publicly traded, and at current share price, they are worth around USD 2 billion.

Example interview question #1: You are asked to evaluate this potential acquisition and advise on the strategic fit for NewPharma. What would you consider when evaluating whether NewPharma should acquire BioAdvance?

Example interview question #2: let’s explore the setup with bioadvance after a potential acquisition. bioadvance’s existing drug pipeline is relatively limited, however, newpharma is more interested in leveraging bioadvance as a biological research “engine” that, when combined with newpharma’s current r&d assets, would produce a strong drug pipeline over the next 10 years. what are your hypotheses on major risks of integrating the r&d functions of both companies, example interview question #3: in the case of an acquisition, newpharma wants to consolidate all biologicals r&d into one center. there are two options to do so: combine them at newpharma’s headquarters in germany, or at bioadance’s headquarters in san francisco. currently, newpharma does not have any biological facilities or operations in germany, so new ones would need to be built. how would you think about this decision.

Case B background :

Total Energy Inc. (TEI) is a private, medium-sized company with a strong history of drilling and producing natural gas wells in Pennsylvania. They own an ample, and believe valuable, set of land assets where more wells could be drilled. The company is well capitalized but has seen profits decline for the last few years, with a projection of loss for the next year. One of the main drivers is the price of natural gas, which has dropped considerably, mainly because companies like TEI have perfected unconventional drilling techniques, leading to an oversupply of the North American market. Current prices are at a five year low. A larger competition has approached TEI’s leadership about acquiring them for an offer of USD 250 million.

Example interview question #1: TEI’s leadership would like your help in evaluating this offer, as well as identifying alternative strategies. How would you assess this matter?

Example interview question #2: the exploration team at tei has found that there is an oil field in texas that they could acquire, and immediately start drilling. drilling is one of the core competencies and strengths of tei. how would you think about this option in comparison to the selling offer.

Case C background :

Tech Cloud has developed a new research engine designed to increase online retail sales by reshaping customer search results based on real-time customer data analysis. An initial assessment indicates outstanding results in increasing sales, and therefore a tremendous potential for this product. However, Tech Cloud is a small startup, so they do not currently possess the capabilities to sell and install their algorithm in large scale. A major tech company has approached Tech Cloud with a partnership offer: to help them make the new product scalable, offering to pay $150M for it as is, and asking for 50% of profits on all future sales of the new research engine.

Example interview question #1: How would you assess whether Tech Cloud should or should not take this partnership offer?

Example interview question #2: what risks would you outline in this partnership, and how would you recommend tech cloud to mitigate them.

Case D background :

Snack Hack is the fifth largest fast-food chain in the world in number of stores in operation. As most competitors, Snack Hack sells fast-food combo meals for any time of the day. Although Snack Hack owns some of its store, it is mainly operating under a franchising business model, with 85% of its operating stores owned by franchisees. As part of a growth strategy, Snack Hack has been analyzing Creamy Dream as a potential acquisition target. Creamy Dream is a growing ice cream franchise with a global presence. While they also operate by franchising, there is a difference: Snack Hack franchises restaurants (stores), while Creamy Dream franchises areas or regions in which the franchisee is required to open a certain number of stores.

Example interview question #1: What would you explore in order to determine whether Snack Hack should acquire Creamy Dream?

Example interview question #2: what potential synergies can exist between snack hack and creamy dream, example interview question #3: one of the potential synergies that our team believes has great potential is increasing overall profitability by selling creamy dream ice cream at snack hack stores. how would you evaluate the impact of this synergy in profitability, example m&a case #1 (top).

We'll now use our framework to tackle one of the example questions we listed above. Let's focus on Case A and answer the following question:

You are asked to evaluate this potential acquisition and advise on the strategic fit for NewPharma. What would you consider when evaluating whether NewPharma should acquire BioAdvance?

Unpacking: why do they want to acquire.

Following our recommended framework, the first step is to identify the underlying purposes of the acquisition. In this case, you can tell from the context information that their strategic motivation is to enter a new type of drug market. The case has already stated your alternatives outside of this M&A: to build capabilities from scratch or make a partnership/acquisition of a different target.

Evaluating the market: is it an attractive space?

Step 2 in our framework is to evaluate the market. You are told the biological segment is fast-growing, and does not overlap with NewPharma current products, therefore there is no risk of cannibalization. You still need to know who currently competes in this segment, what is the general profitability of these drugs and how it compares to small molecule drugs, and deep dive on the regulation for these drugs, since pharma industry is strongly regulation-driven.

Assessing the target: is it a good company?

Next, we jump into step 3, which is assessing the target. This is where we were given the smallest amount of information, so there is much to cover. R&D is a time-consuming process, and NewPharma will not see profits for drugs they start developing together in case of an acquisition in many years, maybe decades. Therefore, the first thing to look at is the value of BioAdvance’s current drug pipeline, or, in other words, what drugs are they currently developing, their likelihood of success, and their expected revenues and profits.

Another key factor is their capabilities, which is what NewPharma is mostly interested in. What does BioAdvance bring to the table in terms of scientific talent, intellectual property, and research facilities? We also want to look at whether they have current contracts or partnerships with other competitors.

Furthermore, besides their main capability which is research, NewPharma should also learn about their marketing and sales capabilities, to identify any synergies in global sales, and also to understand how they currently promote biologicals, since NewPharma has no experience in this. A great structure would also consider any gaps BioAdvance might have, both in R&D and marketing capabilities. Lastly, NewPharma needs to conduct a due diligence to assess the value of BioAdvance, and therefore the acquisition price.

Identify risks and benefits

Step 4 is identifying the risks and benefits. In a high level, the risks include potential of them having a weak pipeline, which would mean not seeing any profits for years. In addition, NewPharma is a European country, while BioAdvance is from California, which means there is a risk of cultural barriers between both their leaderships and their R&D scientists. In addition, there is the risk that entering this new drug market is not aligned with NewPharma’s strategy or core competencies. The benefits include quickly adding R&D capabilities to catch up with their competitors and addressing a new segment of customers that they currently do not serve.

Example M&A case #2 (Top)

Let's walk through another example M&A case to illustrate how the framework we've introduced might be applied in practice. We'll lay out the thought process a candidate would be expected to demonstrate in a case interview. Here's our prompt:

"Our client, Edu Co., is a publishing company that has historically focused on K-12 curriculum and printed educational materials. They're looking at acquiring a startup that's developed digital classroom materials and assessments. How should they evaluate this opportunity?"

Our first step is to consider why Edu Co. is pursuing an acquisition. From the prompt, we can see that they're an established business looking to acquire a newer entry to the market. Edu Co. has focused on their core capabilities - content and printing - but has not invested in a digital product.

Edu Co. is clearly eyeing the startup target as a way to accelerate their growth into the edtech space. Rather than investing in building a digital product themselves, Edu Co. is looking to buy a company that already has a strong product, customer base, and team.

To begin, we would want to evaluate the digital education market. We might ask for more information on the size and growth rate to start. If we find out the market is large and forecasted to grow at 10% per year, that tells us it's a fairly attractive market.

In terms of barriers to entry, there is limited regulation around K-12 content and assessment. In the edtech space, the main concern is around the secure storage of information having to do with minors.

The competitive landscape is something we would want to ask for more information about. We would want to know how many other companies were pursuing these products and which had the most market share. If the market is highly fragmented, it means there is still room for a clear winner to emerge.

Regarding customer dynamics, we would want to know about any indications of changing preferences. For example, the push towards remote learning during COVID-19 would be relevant, as teachers and students have quickly become more comfortable with digital products.

Once we've determined that the market for digital education is attractive, we'll want to turn our attention to the target company. We would start by asking the interviewer for any information on the company's finances, team, market share, and other assets.

Assume the interviewer gives us revenue, profit, and market share data for the past 3 years. As part of our due diligence, we would want to ensure that all three of these metrics were either stable or growing. If we saw dips in this data, it would be important to dive deeper and understand why their performance had declined.

We would also want to know what their organizational structure looked like. If their staff was primarily sales & marketing (meaning they had outsourced their engineering work), they would be a less attractive target, as acquiring the tech personnel was one of the big reasons Edu Co. was looking to buy the business.

Finally, we would want to understand the technology they had developed. It would be important to understand the strengths and weaknesses of their product as well as any patents or IP.

Next, we would want to lay out any risks or benefits to acquiring the company.

The biggest risk we see is that the two company cultures are very different - Edu Co. is large, slower to make changes, and has an older workforce, whereas the other is much smaller, more agile, and younger. If we tried to integrate these two companies, there may be friction between the two working styles.

On the benefits side, there is potential for both cost and revenue synergies. On the cost side, we would be able to cut redundant administrative roles out, such as HR and finance. On the revenue side, Edu Co. may be able to leverage their customer relationships to cross sell digital products.

Present your final recommendation

Eventually, the interviewer would ask if Edu Co. should pursue the acquisition. Here, we would want to pull all the findings together and lay out our reasoning. Start with the answer first:

Recommendation: "Edu Co. should acquire the edtech startup. It's an attractive market that's growing rapidly and doesn't have a clear leader yet. Furthermore the startup appears to be well-positioned in the market: their revenues, profits, and market share have been growing. As Edu Co. looks to grow into the digital education space, this acquisition will give them a leg-up on competitors. Edu Co. will also be able to leverage their customer relationships to rapidly expand the use of this new digital product. However, Edu Co. will want to develop a robust integration plan to mitigate the risk of culture clash. They may want to consider letting the startup remain in their existing HQ to retain their agile working style."

Summary: putting it all together (Top)

As discussed, M&A cases are fairly common because they have the potential to cover a lot of ground, relevant business challenges.

Realize that in a real M&A case, the due diligence on the target alone could take weeks. It's likely your interviewer will have you dive deeper into one specific step to observe your thought process. In that case, stick with your structure, follow their lead, and always lay out the next steps you would follow if you had more time.

Finally, keep in mind that M&A doesn't just come up because it's fun to analyze; it's also an important source of revenue for the firms - Bain's private equity group does hundreds of due diligence cases annually and BCG's post-merger intergration (PMI) practice makes good money helping firms execute a merger successfully.

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Ace Your M&A Case Study Using These 5 Key Steps

• Last Updated November, 2022

Mergers and acquisitions (M&A) are high-stakes strategic decisions where a firm(s) decides to acquire or merge with another firm. As M&A transactions can have a huge impact on the financials of a business, consulting firms play a pivotal role in helping to identify M&A opportunities and to project the impact of these decisions. 

M&A cases are common case types used in interviews at McKinsey, Bain, BCG, and other top management consulting firms. A typical M&A case study interview would start something like this:

The president of a national drugstore chain is considering acquiring a large, national health insurance provider. The merger would combine one company’s network of pharmacies and pharmacy management business with the health insurance operations of the other, vertically integrating the companies. He would like our help analyzing the potential benefits to customers and shareholders.

M&A cases are easy to tackle once you understand the framework and have practiced good cases. Keep reading for insights to help you ace your next M&A case study interview.

In this article, we’ll discuss:

• Why mergers & acquisitions happen.
• Real-world M&A examples and their implications.
• How to approach an M&A case study interview.
• An end-to-end M&A case study example.

Let’s get started!

Why Do Mergers & Acquisitions Happen?

There are many reasons for corporations to enter M&A transactions. They will vary based on each side of the table. 

For the buyer, the reasons can be:

• Driving revenue growth. As companies mature and their organic revenue growth (i.e., from their own business) slows, M&A becomes a key way to increase market share and enter new markets.
• Strengthening market position. With a larger market share, companies can capture more of an industry’s profits through higher sales volumes and/or greater pricing power, while vertical integration (e.g., buying a supplier) allows for faster responses to changes in customer demand.
• Capturing cost synergies. Large businesses can drive down input costs with scale economics as well as consolidate back-office operations to lower overhead costs. (Example of scale economies: larger corporations can negotiate higher discounts on the products and services they buy. Example of consolidated back-office operations: each organization may have 50 people in their finance department, but the combined organization might only need 70, eliminating 30 salaries.)
• Undertaking PE deals. Private equity firms will buy a majority stake in a company to take control and transform the operations of the business (e.g., bring in new top management or fund growth to increase profitability).
• Accessing new technology and top talent. This is especially common in highly competitive and innovation-driven industries such as technology and biotech. 

For the seller, the reasons can be: 

• Accessing resources. A smaller business can benefit from the capabilities (e.g., product distribution or knowledge) of a larger business in driving growth.
• Gaining needed liquidity. Businesses facing financial difficulties may look for a well-capitalized business to acquire them, alleviating the stress.
• Creating shareholder exit opportunities . This is very common for startups where founders and investors want to liquidate their shares.

There are many other variables in the complex process of merging two companies. That’s why advisors are always needed to help management to make the best long-term decision.

Real-world Merger and Acquisition Examples and Their Implications

Let’s go through a couple recent merger and acquisition examples and briefly explain how they will impact the companies.

Nail the case & fit interview with strategies from former MBB Interviewers that have helped 89.6% of our clients pass the case interview.

KKR Acquisition of Ocean Yield

KKR, one of the largest private equity firms in the world, bought a 60% stake worth over $800 million in Ocean Yield, a Norwegian company operating in the ship leasing industry. KKR is expected to drive revenue growth (e.g., add-on acquisitions) and improve operational efficiency (e.g., reduce costs by moving some business operations to lower-cost countries) by leveraging its capital, network, and expertise. KKR will ultimately seek to profit from this investment by selling Ocean Yield or selling shares through an IPO.

ConocoPhillips Acquisition of Concho Resources

ConocoPhillips, one of the largest oil and gas companies in the world with a current market cap of $150 billion, acquired Concho Resources which also operates in oil and gas exploration and production in North America. The combination of the companies is expected to generate financial and operational benefits such as:

• Provide access to low-cost oil and gas reserves which should improve investment returns.
• Strengthen the balance sheet (cash position) to improve resilience through economic downturns.
• Generate annual cost savings of $500 million.
• Combine know-how and best practices in oil exploration and production operations and improve focus on ESG commitments (environmental, social, and governance).

How to Approach an M&A Case Study Interview

Like any other case interview, you want to spend the first few moments thinking through all the elements of the problem and structuring your approach. Also, there is no one right way to approach an M&A case but it should include the following: 

• Breakdown of value drivers (revenue growth and cost synergies) 
• Understanding of the investment cost
• Understanding of the risks. (For example, if the newly formed company would be too large relative to its industry competitors, regulators might block a merger as anti-competitive.) 

Example issue tree for an M&A case study: 

• Will the deal allow them to expand into new geographies or product categories?
• Will each of the companies be able to cross-sell the others’ products? 
• Will they have more leverage over prices? 
• Will it lower input costs? 
• Decrease overhead costs? 
• How much will the investment cost? 
• Will the value of incremental revenues and/or cost savings generate incremental profit? 
• What is the payback period or IRR (internal rate of return)? 
• What are the regulatory risks that could prevent the transaction from occurring? 
• How will competitors react to the transaction?
• What will be the impact on the morale of the employees? Is the deal going to impact the turnover rate? 

An End-to-end BCG M&A Case Study Example

Case prompt:

Your client is the CEO of a major English soccer team. He’s called you while brimming with excitement after receiving news that Lionel Messi is looking for a new team. Players of Messi’s quality rarely become available and would surely improve any team. However, with COVID-19 restricting budgets, money is tight and the team needs to generate a return. He’d like you to figure out what the right amount of money to offer is.

First, you’ll need to ensure you understand the problem you need to solve in this M&A case by repeating it back to your interviewer. If you need a refresher on the 4 Steps to Solving a Consulting Case Interview , check out our guide.

Second, you’ll outline your approach to the case. Stop reading and consider how you’d structure your analysis of this case. After you outline your approach, read on and see what issues you addressed, and which you didn’t consider. Remember that you want your structure to be MECE and to have a couple of levels in your Issue Tree .

Example M&A Case Study Issue Tree

• Revenue: What are the incremental ticket sales? Jersey sales? TV/ad revenues?
• Costs: What are the acquisition fees and salary costs? 
• How will the competitors respond? Will this start a talent arms race?  
• Will his goal contribution (the core success metric for a soccer forward) stay high?
• Age / Career Arc? – How many more years will he be able to play?
• Will he want to come to this team?
• Are there cheaper alternatives to recruiting Messi?
• Language barriers?
• Injury risk (could increase with age)
• Could he ask to leave our club in a few years?
• Style of play – Will he work well with the rest of the team?

Analysis of an M&A Case Study

After you outline the structure you’ll use to solve this case, your interviewer hands you an exhibit with information on recent transfers of top forwards.

In soccer transfers, the acquiring team must pay the player’s current team a transfer fee. They then negotiate a contract with the player.

From this exhibit, you see that the average transfer fee for forwards is multiple is about $5 million times the player’s goal contributions. You should also note that older players will trade at lower multiples because they will not continue playing for as long. 

Based on this data, you’ll want to ask your interviewer how old Messi is and you’ll find out that he’s 35. We can say that Messi should be trading at 2-3x last season’s goal contributions. Ask for Messi’s goal contribution and will find out that it is 55 goals. We can conclude that Messi should trade at about $140 million. 

Now that you understand the up-front costs of bringing Messi onto the team, you need to analyze the incremental revenue the team will gain.

Calculating Incremental Revenue in an M&A Case Example

In your conversation with your interviewer on the value Messi will bring to the team, you learn the following: 

• The team plays 25 home matches per year, with an average ticket price of $50. The stadium has 60,000 seats and is 83.33% full.
• Each fan typically spends $10 on food and beverages.
• TV rights are assigned based on popularity – the team currently receives $150 million per year in revenue.
• Sponsors currently pay $50 million a year.
• In the past, the team has sold 1 million jerseys for $100 each, but only receives a 25% margin.

Current Revenue Calculation:

• Ticket revenues: 60,000 seats * 83.33% (5/6) fill rate * $50 ticket * 25 games = $62.5 million.
• Food & beverage revenues: 60,000 seats * 83.33% * $10 food and beverage * 25 games = $12.5 million.
• TV, streaming broadcast, and sponsorship revenues: Broadcast ($150 million) + Sponsorship ($50 million) = $200 million.
• Jersey and merchandise revenues: 1 million jerseys * $100 jersey * 25% margin = $25 million.
• Total revenues = $300 million.

You’ll need to ask questions about how acquiring Messi will change the team’s revenues. When you do, you’ll learn the following: 

• Given Messi’s significant commercial draw, the team would expect to sell out every home game, and charge $15 more per ticket.
• Broadcast revenue would increase by 10% and sponsorship would double.
• Last year, Messi had the highest-selling jersey in the world, selling 2 million units. The team expects to sell that many each year of his contract, but it would cannibalize 50% of their current jersey sales. Pricing and margins would remain the same.
• Messi is the second highest-paid player in the world, with a salary of $100 million per year. His agents take a 10% fee annually.

Future Revenue Calculation:

• 60,000 seats * 100% fill rate * $65 ticket * 25 games = $97.5 million.
• 60,000 seats * 100% * $10 food and beverage * 25 games = $15 million.
• Broadcast ($150 million*110% = $165 million) + Sponsorship ($100 million) = $265 million.
• 2 million new jerseys + 1 million old jerseys * (50% cannibalization rate) = 2.5 million total jerseys * $100 * 25% margin = $62.5 million.
• Total revenues = $440 million.

This leads to incremental revenue of $140 million per year. 

• Next, we need to know the incremental annual profits. Messi will have a very high salary which is expected to be $110 million per year. This leads to incremental annual profits of $30 million.
• With an upfront cost of $140 million and incremental annual profits of $30 million, the payback period for acquiring Messi is just under 5 years.

Presenting Your Recommendation in an M&A Case

• Messi will require a transfer fee of approximately $140 million. The breakeven period is a little less than 5 years. 
• There are probably other financial opportunities that would pay back faster, but a player of the quality of Messi will boost the morale of the club and improve the quality of play, which should build the long-term value of the brand.
• Further due diligence on incremental revenue potential.
• Messi’s ability to play at the highest level for more than 5 years.
• Potential for winning additional sponsorship deals.

5 Tips for Solving M&A Case Study Interviews

In this article, we’ve covered:

• The rationale for M&A.
• Recent M&A transactions and their implications.
• The framework for solving M&A case interviews.
• AnM&A case study example.

Still have questions?

If you have more questions about M&A case study interviews, leave them in the comments below. One of My Consulting Offer’s case coaches will answer them.

Other people prepping for mergers and acquisition cases found the following pages helpful:

• Our Ultimate Guide to Case Interview Prep
• Types of Case Interviews
• Consulting Case Interview Examples
• Market Entry Case Framework
• Consulting Behavioral Interviews

Help with Case Study Interview Prep

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3 Top Strategies to Master the Case Interview in Under a Week

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Mergers & acquisitions (m&a) are often an answer to broader problems during case interviews, merger & acquisition cases are best practiced using mock interviews.

Many  growth strategy  case studies eventually lead to M&A questions. For instance, companies with excess funds, searching for ways to grow quickly might be interested in acquiring upstream or downstream suppliers (vertical integration), direct competitors (horizontal integration), complementary businesses, or even unrelated businesses to diversify their portfolio. The most important requirement for an M&A is that it must increase the shareholders' value, and it must have a cultural fit even when the decision financially makes sense. 

Analogous to making a purchase at a grocery store, M&A can be viewed as a "buying decision". In general, we know that a consumer first determines the "need" to buy a product, followed by analyzing whether he or she can afford the product. After analyzing the first 2 critical factors, the consumer might look at the long/short term benefits of the product. Applying similar logic in M&A cases:

• Why does the company want to acquire?
• How much is the target company asking for its purchase price & is it fair (see cost-benefit analysis )? Can the acquiring company afford to pay the valuation? Financial valuation will generally include industry & company analysis.
• Benefits - potential synergies.
• Feasibility and risks (cultural and economical).

Key areas to analyze: assets, target, industry, and feasibility 

When you are sure that it is an M&A case, proceed with the following analyzes after structuring the case as discussed above: 

Analyze the client’s company

• (a) Strategic (market position, growth opportunities, diversification of product portfolio)
• (b) Defensive (acquisition by another competitor could make the competitor unconquerable)
• (c) Synergies/value creation (cost-saving opportunities such as  economies of scale , cross-selling, brand)
• (d) Undervalued (ineffective management, unfavorable market, and the client has the power to bring the target company to its potential value)
• In which industry does the client operate?
• Which other businesses does the client possess? Look out for synergies ?
• What are the client’s key customer segments?

Analyze the target industry 

Once it's clear why the client is interested in acquiring a particular company, start by looking at the industry the client wants to buy. This analysis is crucial since the outlook of the industry might overshadow the target's ability to play in it. For instance, small/unprofitable targets in a growing market can be attractive in the same way as great targets can be unattractive in a dying market.

Potential questions to assess are:

• Can the market be segmented, and does the target only play in one of the segments of the market?
• How big is the market?
• What are the market’s growth figures?
• What is the  focus ? Is it a high volume/low margin or a low volume/high margin market?
• Are there barriers to entry ?
• Who are the key competitors in the market?
• How profitable are the competitors ?
• What are possible threats ?

Analyze the target company

After analyzing the target industry, understand the target company. Try to determine its strengths and weaknesses (see SWOT analysis ) and perform a financial valuation to determine the attractiveness of the potential target.  You are technically calculating the NPV of the company, but this calculation likely is not going to be asked in the case interview . However, having the knowledge of when it is used (e.g., financial valuation) is crucial. Analyze the following information to determine the market attractiveness: 

• The company’s market share
• The company’s growth figures  as compared to that of competitors
• The company’s profitability  as compared to that of competitors
• Does the company possess any relevant patents or other useful intangibles (see Google purchasing Motorola)?
• Which parts of the company to be acquired can benefit from synergies?
• The company’s key customers

Analyze the feasibility of the M&A 

Finally, make sure to investigate the feasibility of the acquisition. 

Important questions here are:

• Is the target open for an acquisition or merger in the first place? If not, can the competition acquire it?
• Are there enough funds available (have a look at the balance sheet or cash flow statement )? Is there a chance of raising funds in the case of insufficient funds through loans etc.?
• Is the client experienced in the integration of acquired companies? Could a merger pose organizational/management problems for the client?
• Are there other risks associated with a merger? (For example, think of political implications and risks of failure, like with the failed merger of Daimler and Chrysler.)

Key takeaways

You should now be able to evaluate the venture’s financial and qualitative attractiveness for the client. If you conclude that the client should go on with the M&A, make sure to structure your conclusions in the end. Your suggestions should also include:

• potential upsides of the merger
• potential risks and how are we planning to overcome/mitigate them

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Bain Case: Old Winery

TKMC Case: Portfolio optimization of a holding company

General holding, chip equity, paper print.

How to master M&A consulting case studies?

M&A deals can involve huge sums of money. For instance, the beer company AB InBev spent $130bn on SAB Miller, one of its largest competitors, in 2015. As a comparison, South Africa's GDP was ~$300bn the same year.

These situations can be extremely stressful for companies' executives both on the buying and selling sides. Most CEOs only do a handful of acquisitions in their career and are therefore not that familiar with the process. If things go wrong, they could literally lose their job.

As a consequence, management consultants are often brought into these situations to help. Most top firms including McKinsey, BCG and Bain have Partners specialised in helping CEOs and CFOs navigate M&A.

There is therefore a good chance that you will come across an M&A case study at some point in your consulting interviews . Preparing for this situation is important. Let's first step through why companies buy each other in the first place. Second, let's discuss how you should structure your framework in an M&A case interview. And finally, let's practice on an M&A case example.

Click here to practise 1-on-1 with MBB ex-interviewers

Why do companies buy each other.

Imagine you are the CEO of a large beer company called AB InBev. What are the reasons you would decide to buy your competitor SAB Miller? Let's step through the three most common ones.

Reason #1: Undervaluation

The first reason you might decide to buy SAB Miller is that you think it is undervalued by the stock market. For instance, SAB Miller owns leading beer brands in Africa and China. And your analysis might suggest that beer consumption in these markets is going to grow even faster than everyone else expects. The stock market might value SAB Miller at $130bn, but you think it is actually worth $150bn because of the insights you on have on Africa and China. If that's only reason you are buying, you would behave as a pure financial investor.

Reason #2: Control

The second reason you might buy SAB Miller is that you think it is poorly managed and you can do a better job than the current management if you get control. For instance, you might think that SAB Miller's marketing team really isn't doing a good job. The current revenues of the company are $50bn, but you estimate that you can grow these revenues to $55bn by adjusting the marketing messages and without spending additional money. In that case, you'll pay $130bn for SAB Miller today, but once you've adjusted the marketing strategy and increased revenues, it will be worth much more.

Reason #3: Synergies

The final reason you might buy SAB Miller for $130bn is that you think you can create value by combining it with your own company. Let's assume AB InBev was worth $200bn at the time of the purchase. As the CEO you could have reasons to believe that the combination of both companies would be worth MORE than the individual parts; i.e. more than $330bn ($200bn + $130bn). For instance, if you combine both entities, you might decide to keep the AB InBev marketing team and to let go the SAB Miller one. The combined entity would maintain the same revenues but have lower costs and therefore higher profits. This is what's called synergies.

Having a high-level understanding of the three concepts above is more than enough for the purpose of case interview preparation . But if you are interested in the topic and would like to read more about it, we would recommend the following McKinsey article about successful acquisition strategies .

M&A case framework

Right, now that you have a high-level understanding of why companies buy each other in the first place, let's discuss the framework you should use to analyse the transaction.

Partners at McKinsey, BCG and Bain typically look at 4 areas when working on M&A cases. Let's step through them one by one and list the questions you'd want to answer in each.

1. The market

The first area consultants typically analyse in M&A cases is the market. This is extremely important because a big part of the success or failure of the acquisition will depend on broader market dynamics. Here are some of the questions you could look into:

• Are both companies (buyer / target) in the same markets (e.g. geographies, customers, etc.)?
• How big is the market? And how fast is it growing?
• How profitable is the market? And is its profitability stable?
• How intense is the competition? Are there more and more players?
• How heavily regulated is the market? Are there barriers to entry?

2. The target

The second important area to analyse is the company you are thinking of acquiring (i.e. the target). Your overall objective here will be to understand how attractive it is both financially and strategically.

• What is the current and future financial position of the target (e.g.: revenues, profits, etc.)? Is it under / overvalued?
• Does the target own any assets (e.g.: technology, brands, etc.) or capabilities (e.g.: manufacturing know-how) that are strategically important to the buyer?
• What's the quality of the current management? Do we believe we can add value by getting control and running the company better?
• Is the target company's culture very different? If so, are we confident it could still integrate well with the buyer?

3. The buyer

The third area consultants typically analyse is the buyer (i.e. the company buying the target). It is important to have a good understanding of what's motivating the purchase the target and whether the buyer has adequate financial resources.

• What's the acquisition rationale? Undervaluation, control, synergies or a combination?
• Can the buyer easily finance the acquisition? Or will it need to lend money?
• Does the buyer have any experience in integrating companies? Was it successful in the past?
• Is this the right time for the buyer to acquire another player? Does it risk losing focus?

4. Synergies and risks

And finally, the last area to analyse is the synergies and risks related to the acquisition. This is usually the hardest part of the analysis as it is the most uncertain.

• What is the value of the individual and combined entities?
• Are there cost synergies (e.g.: duplication of roles, stronger buying power, etc.)?
• Are there revenue synergies (e.g.: product cross-selling, using the target's distribution channels for the buyer's products, etc.)?
• What are the biggest risks that could make the acquisition fail (e.g. culture fit, regulation, etc.)?

It is almost impossible to cover all these aspects in a 40mins case interview. Once you will have laid out your framework, your interviewer will then typically make you focus on a specific area of the framework for the rest of the case. This is usually the market, or the target company. But can also sometimes be the other two points.

M&A case examples

Ok, now that you know how to analyse M&A situations, let's step through a few real life examples of acquisitions and their rationale. For each example, you should take a few minutes to apply the framework you've just learned. Once you have done that, you can then read the actual acquisition rationale.

Situation #1: At the beginning of the 2010s, IBM went on an acquisition spree and purchased 43 companies over 3 years for an average of $350 million each. All of these companies had smaller scale than IBM and slightly different technology.

Rationale: The main reason IBM decided to buy these 40+ companies is that they could all benefit from the firm's global sales force. Indeed IBM has a presence in the largest software markets in the world (e.g. North America, Europe, etc.) that smaller companies just don't have. IBM estimates that thanks to its footprint it could accelerate the growth of the companies it purchased by more than 40 percent over the two years following the acquisition in some cases. This is a typical product distribution synergy.

Situation #2: In 2010, Apple decided to buy Siri, its now famous voice assistant. And in 2014, it decided to purchase Beats Electronics which had just launched a music streaming business. Both acquisitions were motivated by similar reasons.

Rationale: In both the Siri and Beats cases, Apple had the capabilities to develop the technology / product it was purchasing itself. It could have built its own voice assistant, and its own music streaming business. But it decided not to. The reason they thought it would be better to buy a competitor is that it was going to enable them to offer these solutions to their customers QUICKER. To be more precise, they probably estimated that offering these products quicker was worth more money than the savings they would make by developping the technology on their own. This is a typical revenue synergy that's widespread in the technology space.

Situation #3: Volkswagen, Audi and Porsche have been combined companies since 2012. Mergers are common in the automative industry and usually motivated by a central reason.

Rationale: The cost to develop a new car platform is really high. It takes years, hundreds of people and millions of dollars. By belonging to the same group, Volkswagen, Audi and Porsche can actually share car platforms and reuse them for different models with different brands. For instance, the Audi Q7, the Porsche Cayenne and the VW Tourage all run on the same underlying platform. This is a typical cost synergy.

Acquisitions are high-stake situations during which CEOs often feel they need the support of consultants. You should therefore expect to come across M&A cases at some point during your interviews. That being said, your interviewer won't expect you to be an M&A expert. Having a high-level understanding of what motivates companies to buy each other as well as knowing the framework listed above should be sufficient M&A knowledge.

After all, M&A cases, are normal case interviews. What will determine if you succeed or not is your ability to think and communicate in a structured way, not your detailed knowledge of how M&A works. So it's a good idea to spend some time on M&A cases, but don't let it distract you from your broader case interview preparation.

Mock interviews

The best way to improve at case interviews is to practise interviewing out loud, and you can do that in three main ways:

• Interview yourself (out loud)
• Practise interviewing with friends or family
• Practise interviewing with ex-interviewers

Practising by yourself is a great way to get started, and can help you get more comfortable with the flow of a case interview. However, this type of practice won’t prepare you for realistic interview conditions. 

After getting some practice on your own, you should find someone who can do a mock interview with you, like a friend or family member.

We’d also recommend that you practise 1-1 with ex-interviewers from top consulting firms . This is the best way to replicate the conditions of a real case interview, and to get feedback from someone who understands the process extremely well.

Click here to book your mock case interview.

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How to Build a Merger Model

By Victoria Collin |

September 17, 2021

What is a “Merger Model”?

Merger models are constructed to simulate the impact of two companies merging, or one company taking over the other. The analysis represents the potential combination of two companies that come together via an M&A process. The model helps understand how an acquisition would be facilitated and assesses the impact on the acquirer’s financials.

The key steps or components involved in building a merger model are M&A model inputs (making assumptions about valuation inputs and financial statements that are necessary to drive the rest of the analysis), followed by a range of M&A model assumptions, model analysis, and model outputs.

In simple terms, Mergers and Acquisitions (M&A) are transactions resulting in the purchasing and/or joining of one business with another and this requires some due diligence to assess whether deals can be beneficial or not. Attention must be paid to whether acquirers pay an acquisition (or control) premium above the target company’s share price, assess what the potential value creation is driven by, and analyze potential synergies.

Key Learning Points

• Merger models are used to explore the potential financial implications of putting two companies (or more) together
• The key steps involved in building a merger model are: M&A model inputs, followed by a range of M&A model assumptions, model analysis and model outputs
• The merger model can allow analysts to look at different scenarios for a potential deal, such as varying the purchase price, or looking at the best funding option for the deal (equity or debt)

Merger Model – Key Inputs

Given below are the inputs to build a simple merger model:

M&A model inputs: this is the first step in building a merger model. The inputs will be used to make assumptions that will drive the rest of the M&A analysis. In general, such analysis will including the following:

• Valuation inputs: this includes the latest share prices of the target and acquirer companies (if listed), the basic number of shares outstanding, potentially dilutive securities, net debt, current credit rating, and other adjustments to EV (e.g. underfunded pensions) of both companies.
• Financial statements inputs: this information is largely taken from the income statements and the most recent balance sheets of both companies. This typically includes Sales, EBITDA , EBIT, and EPS (including any company guidance), plus balance sheet data (including debt, assets, etc), the marginal tax rate (tax adjustment of incremental changes), and the effective tax rate (for NOPAT calculations).

M&A model assumptions: in order to start the analysis, the following assumptions are required:

• Acquisition/control premium: this is a key assumption that will affect all model outputs – typical historical premiums are between 20% – 40% of the price but there may be more data available that is relevant to recent activity in the sector or market.
• Assumption about financing mix: this is another key driver of the model as it can help make a decision on how to fund the offer – whether to offer cash (via debt issuance) or equity (via a stock for stock swap).
• Cost of financing: this needs to be considered in relation to the forecast cash flow assumptions of the new company and assess the cost of debt versus the cost of equity.
• Potential impact of debt financing on post-transaction credit ratings: is it likely that there will be an upgrade or downgrade in credit ratings?
• Acquirer’s debt raising capability: this investigates the acquirer’s ability to raise debt at the time of the deal and investigates the current debt status of the company.
• Impact of equity financing: this is the potential impact on the acquirer’s post-deal earnings and ownership.
• Potential flow-back issues: this also includes the preference of target shareholders.
• Assumption about transaction fees: M&A transactions require acquirers to pay advisory fees, debt issuance fees and equity issuance fees which will need to be funded.
• Synergies: potential cost reductions are the most common type of synergies although there may be others. Often there can be a range of synergies that may be possible depending on the projected spending plans of the newly merged company.
• Interest assumptions: this relates to the potential interest to service the new acquisition debt (%) and interest income on cash (%).

Having stated the above, it might be noted that synergy expectations should always be considered when assessing a deal, as it can significantly influence post-deal value creation.

M&A Model Analysis: there are several parts to the model analysis – firstly it should consider the acquisition value and the costs (including fees etc) of undertaking the merger. It also needs to consider the sources and uses of funds to pay for this process. A calculation to gauge the potential goodwill created (or lost) is a factor to consider with the deal valuation.

In addition, there needs to be a consolidated balance sheet (the pro forma balance sheet provides an insight on some key financing (such as debt and net debt) and operating updated figures (including PP&E and operating working capital, and goodwill). The income statement and cash flow will also need consolidation. Finally it is important to make sure the pro forma shares outstanding are carefully factoring in all the merger details. If there are new shares issued there will need to be added to the acquirer’s shares outstanding.

M&A Model Output: if all of the steps above are completed, it will then lead to the model outputs pertaining to EPS accretion (or dilution) and whether there will likely be additional synergies or whether the deal will breakeven. It also should prove a relative PE’s valuation versus pro forma ownership as well.

M&A models should also assess the potential impact on credit ratings, ownership dilution, consideration components, combination dividends, transaction ROIC vs WACC analysis, and premium paid versus present value of synergies. Analysis at various prices (AVP) is a common analysis that is completed as part of a merger model. AVP tables show how premiums at different levels translate into the EV acquisition multiple, usually compared to precedent transactions and trading comparables.

Model – Equity to Enterprise Value, Example

In the example given below, we understand how to arrive at the acquisition enterprise value. This section of the model involves the calculation of the acquisition equity value of the target and then calculating the total acquisition enterprise value.

We start by calculating the offer price i.e. the acquisition price per share – we take the current share price (US$4/share) and multiply it by the share premium (25%) – which is equal to US$5/share. Next, the number of shares outstanding is 31. We now need to calculate the diluted shares outstanding by adding any shares created by options.

For this, we have the options outstanding of 5.0 and a strike price of US$3 and we compare this to the offer price of US$5. Now, we calculate the dilution as equal to the number of options outstanding (5) multiplied by the maximum offer price of US$5 minus the strike price of US$3 divided by the offer price again (US$5) and 0, which gets us the dilution of 2. So, the diluted shares outstanding is going to be the 31 shares we had plus the 2 new shares, which is equal to 33.

Next, the market cap of each company is calculated as its current share price multiplied by its current diluted shares outstanding (for both acquirer and target). If we want to calculate the acquisition equity value this is done by multiplying the acquisition price per share multiplied by the diluted number of shares (US$165).

This now enables us to go to the EV equity bridge. We start by taking the acquisition equity value of US$165 and add on to it the net debt and debt equivalent (i.e. pension deficit adjustment) to get a total acquisition EV of US$225 for the total deal.

Gain practical experience building a merger model following instructor-led videos with our mergers and acquisitions course . As well as modules on M&A cash deals, earnouts, LBO and acquisition finance debt capacity.

Additional Resources

Investment Banking Course

EPS Accretion and Dilution

Return on Invested Capital

• Transaction fees

Consolidation

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S T R E E T OF W A L L S

Mergers & acquisitions (m&a) valuation.

In this Mergers & Acquisitions (M&A) Valuation module, we will describe the background for M&A banking that most investment bankers will need to know—particularly from the perspective of valuation. We will cover three key topics:

M&A Overview

Building an m&a model, accretion/dilution analysis.

There are a variety of ways to value a company. The valuation methods include:

Each of these topics, including Acquisition Comparables , is very important in investment banking and is discussed in a previous module in this training course. In this module, we will concentrate on Merger Analysis, also known as Merger Consequences Analysis .

M&A Background

A merger is the combining (or “pooling”) of two businesses, while an acquisition is the purchase of the ownership of one business by another. Pooling of Interest Accounting , which is how mergers used to be accounted for, is no longer allowed by the Financial Accounting Standards Board (FASB) in the US , and was also disallowed by the International Accounting Standards Board (IASB) for international companies . As a result, M&A transactions must now be accounted for using the Acquisition Method of Accounting (a slightly revised version of the Purchase Method of Accounting ) . This all can be very confusing, because the word “Mergers” is frequently used to describe either type of combination of two business, but all combinations must now be treated as the purchase of one company by another (in other words, as “Acquisitions”).

Regardless, M&A banking involves analysis for scenarios in which one company (the Buyer ) proposes to offer cash or its own common stock in order to purchase the common stock of another company (the Seller or the Target ). M&A typically requires the target company’s Board of Directors and its shareholders’ approval (except in the case of a Hostile Takeover , in which one company acquires enough stock in another company to control it, against the wishes of the target’s management and/or shareholders).

Reasons for Pursuing M&A

M&A is a corporate strategy that may increase value for the acquirer by creating an important value driver known as Synergies (ways to increase profit/earnings through an acquisition), among other reasons. Synergies can arise from an M&A transaction for a variety of reasons:

• Increase and diversify sources of revenue by the acquisition of new and complementary product and service offerings ( Revenue Synergies )
• Increase production capacity through acquisition of workforce and facilities ( Operational Synergies )
• Increase market share and economies of scale ( Revenue Synergies / Cost Synergies )
• Reduction of financial risk and potentially lower borrowing costs ( Financial Synergies )
• Increase operational efficiency and expertise ( Operational Synergies / Cost Synergies )
• Increase Research & Development expertise and programs ( Operational Synergies / Cost Synergies )

The acquisition of another company may also be defensive in nature. For example, a large company may wish to acquire a small but growing company if the small company has a substantial competitive advantage over the large company, such as an important technology or patent, or superior product offering. This may protect the acquirer from serious competitive consequences, as the small company may over time be able to grow on its own and eat into the large company’s business.

Merger Analysis

Investment bankers put together merger models to analyze the financial profile of two combined companies. The primary goal of the investment banker is to figure out whether the buyer’s earnings per share (EPS) will increase or decrease as a result of the merger. An increase in expected EPS from a merger is called Accretion (and such an acquisition is called an Accretive Acquisition ), and a decrease in expected EPS from a merger is called Dilution (and such an acquisition is called a Dilutive Acquisition ).

A Merger Consequences Analysis consists of the following key valuation outputs:

• Analysis of Accretion/Dilution and balance sheet impact based on pro forma acquisition results
• Analysis of Synergies
• Type of Consideration offered and how this will impact results (i.e., Cash vs. Stock)
• Goodwill creation and other Balance Sheet adjustments

These will all be encapsulated in the M&A Model , discussed in the next section. An investment banker begins to evaluate a potential M&A transaction by referring to a set of questions that will likely include the following:

• Publicly traded stock, or privately held?
• Insider ownership or sizable public float (i.e., is a large portion of the company’s shares available for sale in the open market)?
• Strategic Buyer (an existing company able to gain from potential synergies)?
• Financial Sponsor (a Private Equity firm looking to generate an attractive return via a Leveraged Buyout )?
• Privately negotiated sale or auction?
• Hostile or friendly takeover?
• Acquisition currency (Cash or Equity)?
• Historical premiums paid for Comparable Transactions ?

There are also various types of M&A transactions that can occur, both in terms of the dynamics of the transaction and the structuring of it. An M&A banker will need to know all the important distinctions among these types of transactions:

Remember that the M&A Consequences Analysis used by investment bankers is both an art and a science .

The central piece of the analysis behind M&A advisory services offered by investment banks is the M&A Model. Any junior investment banker involved with a potential M&A transaction will spend many hours building and refining these models! The basic steps to building an M&A Model are as follows:

The Pro Forma Company is the combined entity (the acquirer) after and assuming that the proposed transaction takes place . The differences in the financial attributes of this Pro Forma Company relative to the acquirer itself (before the transaction) will be a key part of the decision whether to go forward with the proposed transaction (for both the Buyer and Seller).

Determining the Purchase Price and Consideration

The Buyer in an M&A transaction intends to benefit from transaction by increasing the value available to its existing shareholders (otherwise, the shareholders are unlikely to approve it). By acquiring all of the shares of the Target company (or at least enough shares to gain control of it), the buyer is willing to pay a Control Premium . A Control Premium is the price paid above market value for a Target public company in order to gain control of the company. Here is a simple example of the control premium:

Company X offers to acquire Company Y for $50 per share. The current share price of Company Y prior to the announcement of the offer price is $40. Therefore, Company X offers a 25% premium over the current market price ($50 ÷ $40 – 1) to gain control of Company Y.

A critical component to evaluating an M&A transaction is to determine the Purchase Price for the Target company. In particular, how much of a Control Premium should be paid for the Target (relative to the current valuation of the target)?  One very important method is to look at recent Comparable (Precedent) Transactions to determine how much of a premium has been paid for ownership of other, similar companies in recent M&A transactions. Other methods used to establish a fair value for a target company in an M&A transaction include:

• Comparable Company Analysis
• Discounted Cash Flow Analysis

Typically, all of these valuation methods will be used to value the equity of the target company. These methods will hopefully lead to a reasonable, narrow range of Purchase Prices and Control Premiums for the Target; it will then be up to the management of both the Buyer and Target (along with their respective M&A investment banking advisors) to argue for and agree upon a precise price/premium.

An additional, important issue is the type of consideration being offered to the Seller’s shareholders. The Buyer can offer Cash, Equity (shares of the Buyer’s common stock) or a combination of both as the consideration for the Purchase Price. Which should the Buyer use? Typically, if the Buyer’s current stock price is considered undervalued relative to its peers, the Buyer may decide to not use Equity as consideration, because it would have to give the stockholders of the Target a relatively large number of shares to acquire the company. On the flip side, the Target shareholders may want to receive Equity consideration in this case, because they might feel it is more valuable than receiving Cash.

Conversely, if the Buyer feels that its current stock price is trading at high levels, the Buyer will likely want to use Equity for the consideration of the Purchase Price, because issuing new stock for the transaction is relatively inexpensive (i.e., the stock has a high value in dollar terms). The Target, meanwhile, might be hesitant to receive the Equity as consideration in this case; depending on the terms of the deal, the Seller’s shareholders may end up suffering a loss on the sale relative to Cash consideration in the event that the Buyer’s stock price falls between the time that the deal is announced and the time that the acquisition is completed (usually several months, but in some cases closing can take as long as a year).

As you can see, finding a combination of consideration that is agreeable to both the Buyer and the Seller is an important part of structuring the deal.

Transaction Assumptions

An important step in building an M&A Model is to make assumptions about important parameters affecting the deal, and as a vital step in determining a feasible range for the Purchase Price/Control Premium:

• Current Share Price & Number of Shares Outstanding for the Buyer
• Current valuation information for the Seller
• Expected Purchase Price/Control Premium for the Seller in the proposed transaction
• Portion of consideration arising from Equity/Cash
• M&A transaction fees
• Financing Fees from new Equity and/or Debt issuance
• Expected interest rate on new Debt

Below is an example of a simple transaction assumptions tab from a M&A Model, in which a Purchase Price range is calculated, as well as an exact, proposed Purchase Price. This proposed Purchase Price will be used in the following sections for discussion.

NOTE: The blue numbers are independent variables or an investment banker’s assumptions. The rest of the numbers are linked to numbers in the model or are calculated from them.

Building the “Sources & Uses” Table

The Sources & Uses section of an M&A Model contains the information regarding flow of funds in an M&A transaction—specifically, where the money is coming from and where it is going .

An investment banker determines the amount of money raised through various equity and debt instruments, as well as from Cash on Hand (i.e., existing Cash owned by the Buyer to help pay for the transaction) to fund the purchase of the Target. This represents the Sources of Funds . The Uses of Funds will show the cash that is going out to purchase the Target, as well as various fees needed to complete the transaction. Importantly, the total Sources of Funds must always balance with the total Uses of Funds .

Using the diagram from the previous section as an example, let’s start with the Sources of Funds side. Assume that Company X, the Buyer, will raise $30 million in New Senior Debt and $60 million in new Equity in order to raise money to purchase the Company Y, the Target company. This will trigger fees for the financing of this Debt and Equity, and these figures are located in the boxes on the left. On the Uses of Funds side, we see that the buyer will purchase the Equity of the target business, which is approximately $91.2 million. M&A transaction fees are 2.0% of the Purchase Price (i.e., the purchase of the Target’s Equity), or approximately $1.8 million. Financing fees include 4.0% of the $30 million in new Senior Debt raised and 6.0% of the $60 million in new Equity raised. These fees will total $1.2 million and $3.6 million, respectively.

Note that the total capital raised is only $90 million. The rest of the money used to pay for the transaction will have to come from Cash on Hand. To get the Sources of Funds to equal the Uses of Funds, we build the following “plug” formula for Cash on Hand:

Thus, approximately:

In this scenario Company X will need to use approximately $7.8 million of Cash from its own Balance Sheet to complete the transaction.

Calculating Goodwill

Goodwill is an asset that arises on an acquiring company’s Balance Sheet whenever it acquires a Target for a price that exceeds the Book Value of Net Tangible Assets (i.e., Total Tangible Assets – Total Liabilities) on the Target’s Balance Sheet. As part of the transaction, some portion of the acquired assets of the Target will often be “written up”—in other words, the value of the assets will be increased upon transaction close. This increase in asset valuation will appear as an increase in Other Intangible Assets on the Buyer’s balance sheet. This will trigger a Deferred Tax Liability, equal to the assumed Tax Rate times the write-up to Other Intangible Assets.

Without getting into too much additional technical detail, here is the formula used to determine the additional Goodwill created in an M&A transaction:

In this case we must add the Transaction Fees and Financing Fees to arrive at the Goodwill figure. Thus, approximately:

Note that in this transaction, Asset Write-Ups are ignored for the sake of simplicity. Here is a detailed technical explanation of Goodwill and other Transaction adjustments, including Asset Write-Ups and Deferred Tax Liabilities .

Note also that Goodwill is a Long-Term Asset but is never depreciated or amortized unless an Impairment is found—in other words, if it is determined that the value of the acquired entity clearly becomes lower than what the original Buyer paid for it. In that case, a portion of the Goodwill will be “written off” as a one-time expense—in other words, the Goodwill asset will be decreased by an amount equal to the amount of the Impairment charge. The write-down of Time Warner’s acquisition of AOL is an extreme, well-known example of such an Impairment charge.

Adjustments to the Pro Forma Balance Sheet

When Company X acquires Company Y, the Balance Sheet Items of Company Y will, for the most part, be added to those of Company X. There will be some adjustments to this, however, and these adjustments must be accounted for. We’ve already discussed one such adjustment: Goodwill. Besides Goodwill, there are additional adjustments that need to be made to the Buyer’s Balance Sheet to account for the transaction. Here is an example of all of the Balance Sheet adjustments that will occur using the adjustments made to the Pro Forma Balance Sheet that reflects the “Transactions Assumptions” illustration given above.

In the illustration above, the adjustments are as follows ($ in thousands):

• Company X, the Buyer, issues $60 million and $30 million in capital. Net of the Equity and Debt financing fees, the Company receives $83,375 in Net Proceeds . Net Proceeds is a financing adjustment that is added to the historical Cash balance. Then the historical cash balance is adjusted for the transaction purchase price of $90,000 (net of the Cash Proceeds of $1,241 on Company Y’s Balance Sheet). Therefore, the cash balance is affected by the following calculation:

Pro Forma Cash & Equivalents = Company X and Company Y Current Cash & Equivalents of $2,072 and $1,241, respectively + $83,375 Financing Adjustment – $90,000 Transaction Adjustment

• The Equity raise of $60,000 is added to the Additional Paid-in Capital and the Debt raise of $30,000 is added to Notes Payable.
• Company Y Book Value is subtracted from the Accumulated Income/(Deficit), also known as Retained Earnings. In other words, the Book Value of Company Y’s Equity is zeroed out.
• Finally, Goodwill is adjusted by the Goodwill amount of $66,373 created in the proposed transaction.

After the transaction has closed, the Buyer will own all of the assets, as well as the financial performance (Profit/Loss), of the Target company. Accretion/Dilution Analysis is used to determine how the Target’s financial performance will affect the Buyer’s Earnings Per Share. As we discussed earlier, a transaction is accretive if the buyer’s expected future EPS increases as a result of the acquisition. On the other hand, the transaction would be dilutive if the buyer’s expected future EPS declines as a result of the acquisition. Thus it is important to estimate the Accretion/Dilution potential from a deal before the Buyer can agree to the proposed transaction.

If the consideration used for the acquisition of the Target company is the Buyer’s common stock, the transaction will often be dilutive to the buyer’s EPS due to the fact that the new shares issued to buy the Target will increase the number of outstanding shares of the Buyer. If that is the case, a combination of Equity and Cash may be used to for the consideration of a Purchase Price to minimize the effect of dilution on EPS.

Additionally, an Accretion/Dilution Analysis will attempt to measure the impact of expected Synergies from the transaction (both in terms of increased revenue and decreased costs). Typically these Synergies are represented as a percentage increase/decrease in the Revenue/Costs for the Target’s financial performance, not that of the Buyer.

For example, here is a hypothetical accretion/dilution analysis in the event that Google (Ticker: GOOG) had acquired Salesforce.com (Ticker: CRM) in 2011:

The above acquisition scenario assumes 100% consideration in Cash, and once estimates from Synergies are included, the acquisition is accretive to Google’s Earnings Per Share in 2011E and 2012E by $0.15 and $0.56, respectively. (Note that in this scenario Interest Expense increases, because Google would need to issue new Debt to pay Cash for the shares in CRM.)

By contrast, the above acquisition scenario assumes 100% Equity consideration. As a result, 37.222 million new shares need to be offered to CRM to fund the Purchase Price; this is dilutive to Google’s Earnings Per Share in 2011E and 2012E by ($3.23) and ($3.26), respectively.

Note that if a Buyer with a relatively low Price/Earnings Ratio acquires a Target company with a relatively high Price/Earnings Ratio, the transaction will generally be dilutive to the Acquirer on a pro forma basis. This is because for each dollar of Price used to acquire the Target company, the Buyer is receiving fewer dollars of Earnings.

Additionally, if the Buyer has an Earnings Yield ([Earnings Per Share ÷ Share Price], or simply [1 ÷ Price/Earnings Ratio]) that is lower than the expected Cost of Debt (the interest rate on new Debt, after accounting for the tax shield from the Debt), then using Equity as consideration will be more accretive (less dilutive) than using Cash. This is because a lower Earnings Ratio necessarily implies a high Price/Earnings Ratio. As a result, the higher the Price/Earnings Ratio of a company, the more likely it is that that company will want to pursue an acquisition strategy, and the more likely it is that that company will want to use Equity as consideration for the deal (all other things being equal, of course).

Corporate Finance Institute

Mergers & acquisitions (m&a) modeling.

[Elective] Advanced financial modeling for mergers and acquisitions (M&A)

Course curriculum

Introduction to m&a modeling.

Course introduction

Course downloads - M&A model and reference files

Course objectives

Types of advanced financial models

Transaction details

Forms of consideration & synergies

Purchase price allocation and accretion/dilution

M&A case study overview

Interactive exercise 1

M&A Modeling Process

10-step M&A process

M&A templates and resources

Strategic versus financial buyers

M&A model conceptual representation

6-step M&A modeling process

Case study model layout and structure

Case study steps overview

Interactive exercise 2

Acquirer and Target Models

Structure of target and acquirer models

Financial statement mapping

Income statement mapping

Balance sheet mapping

Comparing acquirer and target statements

Creating the transaction stub period

Stub income statement

Stub balance sheet

Stub cash flow

Stub supporting schedules

Interactive exercise 3

Deal assumptions

M&A transaction inputs

Setting up scenarios

Purchase price

Sources and uses of cash

Shares issued and shares outstanding

Goodwill and purchase price allocation (PPA)

Interactive exercise 4

Closing Balance Sheet

Closing balance sheet introduction

Acquirer and target balance sheets

Fair value adjustments

Other adjustments

Consolidated pro forma balance sheet

Interactive exercise 5

Pro Forma Financial Model

Pro forma model overview

Merger integration revenue

Merger integration expenses

Combined income statement

Combined balance sheet

Changes in working capital

Depreciation schedule

Debt schedule

Target and acquirer debt

Interest schedule

Completing the cash flow statement

Pro forma DCF model setup

Pro forma DCF free cash flow

Pro forma DCF model NPV

Interactive exercise 6

Accretion & Dilution Analysis

Accretion dilution analysis

Earnings per share (EPS) impact

Cash flow per share (CFPS) impact

Testing scenarios

Interactive exercise 7

Sensitivity Analysis & Share Price Impact

Sensitivity analysis overview

Estimating change in intrinsic value per share

Impact on capital structure

M&A sensitivity data tables

Testing sensitivity analysis

Interactive exercise 8

M&A Modeling Conclusion

Download completed M&A model

Review of completed financial model

Qualified Assessment

Qualified assessment

Mergers & Acquisitions (M&A) course evaluation

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Accretion/Dilution Analysis

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Table of Contents

M&A Model: Accretion/Dilution Analysis

M&a model – excel template, part 1: accretion/dilution analysis, part 2: accretion/dilution analysis, m&a model conclusion.

An important part of investment banking is understanding mergers and acquisitions ( M&A ). Within M&A, One of the core models investment banking analysts and associates have to build when analyzing an acquisition is the accretion/dilution model. The underlying purpose of such an analysis is to assess the impact of an acquisition on the acquirer’s expected future earnings per share (EPS) .

Learn More → Investment Banking Primer

Use the form below to get the Accretion dilution Excel model template that goes with this lesson:

This is a brief introduction to the concepts and adjustments underlying accretion/dilution analysis and modeling. These are, of course, just a few of the many issues that come into play when building an accretion/dilution analysis. Other adjustments that we did not include:

• Advanced Purchase Price Allocation concepts including deferred taxes and  the treatment of in-process research & development
• Modeling asset sales, 338(h)(10) elections, and stock sales
• Modeling an Advanced Sources & Uses of Funds schedule
• Target debt considerations
• Calendarization and stub year challenges in Excel

Those concepts, along with many others required to build a full-scale M&A accretion/dilution model, are covered in Wall Street Prep’s Premium Package .

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Merger Model: Assessment Centre Case Study (24:14)

In this Merger Model tutorial, you’ll learn how to complete a merger model case study exercise given at an assessment center.

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Step 1: Read and interpret the instructions… and understand where to cut corners!

Requirements: Need to be able to change the purchase price and % debt and stock used… but cash and the foregone interest on cash are unnecessary, which simplifies things.

Also, they’ve given us incomplete information in a few spots and we need to go through and calculate some figures for Company A and Company B, such as the shares outstanding.

SKIP the formatting!

Step 2: Enter the financial information for Company A and Company B.

Fairly straightforward, but remember that we need to calculate a few additional numbers for this to work, such as the shares outstanding for each company and the Net Income and EPS, at least for the buyer.

Step 3: Calculate the “missing information” – Net Income, EPS, and Share Counts.

Start with Pre-Tax Income, then calculate Net Income based on the tax rates for both companies, and then EPS… not completely necessary for Company B, but definitely need it for Company A.

Then, calculate the Share Count for both companies and the Enterprise Value (just for reference).

Step 4: Go up to the top and enter the key assumptions, starting with Question #1.

To save time, skip the (1 + Premium) * Share Price * # Shares calculation and just calculate the purchase price based on the premium to Company B’s Market Cap instead — same result either way.

Calculate %s for debt and stock, then the amount of debt raised, debt interest rate, and shares issued.

Then, fill in the information about the synergies — no information on expenses here, so we leave it out.

Step 5: Combine the Income Statements for Company A and Company B.

Start with the Synergies, and then combine all the other line items, factoring in those synergies on top. Remember to factor in acquisition effects, such as additional interest expense.

Calculate down to EPS, making sure you include the NEW shares issued in the transaction and increase Company A’s share count as appropriate.

Step 6: Calculate Accretion / (Dilution) and the Pro-Forma Credit Stats.

Take the combined company’s EPS and divide by the buyer’s EPS and subtract 1.

For the credit stats, the two key ones are the Leverage Ratio (Net Debt / EBITDA here) and the Coverage Ratio (EBITDA / Interest) – so calculate those each year.

Step 7: Create sensitivities… if you have time.

Here, we would argue it’s pointless since it takes more time and effort to set them up, and they don’t save much time beyond the model we already have — so we’re skipping this step.

Step 8: What is the POINT of this case study exercise?

Takeaway #1: Even if we pay a higher premium for a seller, the deal might be MORE accretive depending on the purchase method… debt tends to be less expensive than stock.

Takeaway #2: Company B is a very cheap asset — MUCH lower P / E and EV / EBITDA multiples than Company A.

When a more expensive buyer acquires a much less expensive seller, the deal will almost always be accretive. Company B’s significantly higher tax rate also makes a difference — Company A gets “free money” after the acquisition since it’s only paying 25% in taxes rather than 40%.

Takeaway #3: Using debt tends to produce more accretion than stock, but it also produces higher leverage ratios and lower coverage ratios — so there is a trade-off between accretion / (dilution) and the credit stats following the deal.

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Office-to-Residential Conversion Study: 1633 Broadway

• Expertise Adaptive Reuse , Residential
• Topics Climate Action , Decarbonization , Health + Well-being , Tall Buildings

Through an innovative approach to office-to-residential conversion, New York City can address its housing crisis and the climate crisis at once—all while building a more vibrant and equitable city.

• Regions North America
• Collaborators Atelier Ten

Finding new solutions for residential conversion

From monolith to diverse vertical village, a more equitable model for mixed-income housing, beyond the single-use business district.

Three years since the onset of the Covid-19 pandemic, New York City has defied the most dire predictions of urban decline, yet today the city faces new challenges. As the city continues to struggle with an acute housing shortage, 560,000 new residential units will need to be created by 2030 to accommodate a growing population and to make up for a shortfall of construction. At the same time, many commercial real estate owners are saddled with a surplus of vacant office space, as the rise of remote work has led companies to reduce their physical footprints. The effects are especially pronounced for older buildings, which lack up-to-date amenities or may require extensive renovations to meet current market demands.

The climate crisis adds another layer to New York’s built environment conundrum. In a city where living space is at a premium, we cannot afford to let any built space go unoccupied. Neither can we afford to squander the carbon that has been expended in building millions of square feet of now-underused office space.

City leaders have recommended the conversion of underused office spaces to much-needed housing, a concept that has been slow to gather steam for a variety of economic, pragmatic, policy, and design reasons. 1633 Broadway, an aging Midtown office tower completed in 1971, is emblematic of the challenges and opportunities for office-to-residential conversion. Our design proposes a new model for residential development in New York—an innovative approach to adaptive reuse that will help to build a more vibrant, equitable, and sustainable city.

Like many large mid-century office buildings, 1633 Broadway has vast floor plates with more than 50-foot lease depths, characteristics that make it difficult to convert to residential use. The first step in our design scheme is to selectively remove floor area to reconfigure the floor plates. By strategically carving away vertical portions of the monolithic building volume, we create floor sizes suited to appropriate residential layouts. Cutting away also maximizes perimeter, and therefore access to natural light.

We can then recapture the removed floor area by adding it to the top and the base of the building. This strategy achieves multiple benefits at once: creating a distinctive profile on the skyline, filling in a podium level to house a range of amenities and programs, and producing a staggered roofscape to accommodate a series of garden terraces. 

By repurposing the original structure, we save 50 percent of the embodied carbon invested in the building’s construction. This approach also reduces construction time as compared to ground-up construction. Our concept is an inherently sustainable solution to meet the city’s housing needs, and one that can be financially viable for owners and developers as well, thanks to an innovative programming model that creates uncommon value for residential offerings that serve a range of income levels.

The typical approach to residential development in New York falls far short of meeting the needs of a city in the throes of a historic housing crisis. The economics of development typically favor the creation of luxury housing, with a minimum required amount of affordable units (often 20 percent of total) interspersed throughout the building. Affordable rental units are typically placed on lower floors, with the least-desirable exposures and less natural light, while the higher floors with the best views are reserved for luxury apartments. Social and economic stratification becomes manifest in the form of the building, and the result is often an uneasy compromise for developers, buyers, and tenants alike.

Our concept turns this approach on its head. It puts forward a vision for an equitable city in which all residents, not only the wealthiest, have access to uplifting living spaces—homes with abundant natural light, inviting outdoor terraces, and inspiring views. Exceeding the 12 FAR cap on residential development, this proposal highlights the urgent need to reconsider existing zoning regulations and lift the current cap in order to bring density and housing to those in need.

The retrofit proposal for 1633 Broadway brings together three residential types. The building contains 327 luxury market-rate homes, 380 two-bedroom co-living dwelling units, and 838 micro-affordable apartments, with a total floor-area ratio of 17. Two of the three housing types are innovative typologies to maximize density: the micro affordable apartments are sized smaller than current HPD requirements, and the two-bedroom co-living units provide shared spaces and amenities to accommodate more flexible and short-term housing needs. Rather than the traditional approach of stacking programmatic elements vertically, our design places them side-by-side. In this way, abundant natural light and penthouse views become available for each of these residential types.

The advantages of our intensive mixed-use residential concept extend to the surrounding urban realm. By reconfiguring a monolithic commercial office building to provide three distinct residential types, we can condense the vitality of a dense and diverse city within the space of a single block.

The conversion of 2.5 million square feet of commercial space to a mixed-income residential building will have immediate and profound ripple effects on the character and vitality of the surrounding district. This dense new development will spur the creation of services and businesses to meet the needs of a burgeoning residential community: new restaurants, grocery stores, nightlife, and other amenities will accelerate the transformation and revitalization of Midtown Manhattan from a business district to a 24/7 mixed-use neighborhood.

By seizing the potential of vacant office space—and, crucially, making this type of conversion financially viable and attractive for owners and developers—this concept can become a model for reinvigorating business districts to become vibrant and amenity-rich neighborhoods.

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Dem simulation of the bridge collapse under the impact of rock avalanche: a case study of the 2020 yaoheba rock avalanche in southwest china.

• Original Paper
• Published: 11 March 2024
• Volume 83 , article number  104 , ( 2024 )

Cite this article

• Bing Li   ORCID: orcid.org/0000-0001-7899-6950 1 , 2 , 3 ,
• Wenping Gong   ORCID: orcid.org/0000-0003-3062-313X 2 ,
• Huiming Tang   ORCID: orcid.org/0000-0003-4272-8430 2 , 4 &
• Lei Wang   ORCID: orcid.org/0000-0002-5934-8242 5  

Mountainous regions present severe risks, including damage to transportation infrastructure, due to the occurrence of geohazards such as rock avalanches and other types of landslides. Lessons learned from past damaging events are helpful for risk reduction in mountainous regions. In this paper, to study a rock avalanche impact on a bridge, a numerical modeling framework with the aid of the discrete element method (DEM) is developed; the progressive failure process of an expressway bridge that was damaged by a rock avalanche is reproduced, and the failure mechanisms and dynamic behaviors of the bridge under impact are assessed. The Yaxi Expressway bridge that was destroyed by the September 20, 2020, Yaoheba rock avalanche in southwest China is used as an illustrative example. A field investigation is carried out to identify geological conditions, characteristics, and the kinetic failure pattern of the rock avalanche and the bridge. The stereographic projection analyses indicate that this rock avalanche was initiated as a planar slide. A three-dimensional numerical model of the rock avalanche and bridge is developed based on the terrain data acquired. The critical parameters of the numerical model are calibrated based on results obtained from laboratory tests. Finally, the progressive failure process and failure mechanism of the impacted bridge are analyzed based on the constructed numerical model. The comprehensive analysis framework can be applied to similar events involving geohazard-structure interaction.

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Data availability

The data used to support the findings of this study are available from the corresponding author upon request.

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Acknowledgements

The financial support provided by the Major Program of National Natural Science Foundation of China (Grant No. 42090055), the National Natural Science Foundation of China (Grant No. 41977242), the Outstanding Youth Foundation of Hubei Province, China (Grant No. 2022CFA102), and the National Geological Disaster Data Update and Smart Service, China Geological Survey (CGS, Grant No. DD20221939) is acknowledged. The first author is supported by the China Scholarship Council (CSC, Grant No. 202106410054) as a visiting Ph.D. student at the University of British Columbia, Canada. We thank Dr. Scott McDougall very much for reviewing an early version of our manuscript. The local residents in Shimian County are also acknowledged for providing information about this rock avalanche.

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Bing Li, Wenping Gong & Huiming Tang

Department of Earth, Ocean and Atmospheric Sciences, The University of British Columbia, Vancouver, BC, V6T 1Z4, Canada

Badong National Observation and Research Station of Geohazards, China University of Geosciences, Wuhan, 430074, China

Huiming Tang

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Li, B., Gong, W., Tang, H. et al. DEM Simulation of the Bridge Collapse under the Impact of Rock Avalanche: A Case Study of the 2020 Yaoheba Rock Avalanche in Southwest China. Bull Eng Geol Environ 83 , 104 (2024). https://doi.org/10.1007/s10064-024-03604-1

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A generative AI reset: Rewiring to turn potential into value in 2024

It’s time for a generative AI (gen AI) reset. The initial enthusiasm and flurry of activity in 2023 is giving way to second thoughts and recalibrations as companies realize that capturing gen AI’s enormous potential value is harder than expected .

With 2024 shaping up to be the year for gen AI to prove its value, companies should keep in mind the hard lessons learned with digital and AI transformations: competitive advantage comes from building organizational and technological capabilities to broadly innovate, deploy, and improve solutions at scale—in effect, rewiring the business  for distributed digital and AI innovation.

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Companies looking to score early wins with gen AI should move quickly. But those hoping that gen AI offers a shortcut past the tough—and necessary—organizational surgery are likely to meet with disappointing results. Launching pilots is (relatively) easy; getting pilots to scale and create meaningful value is hard because they require a broad set of changes to the way work actually gets done.

Let’s briefly look at what this has meant for one Pacific region telecommunications company. The company hired a chief data and AI officer with a mandate to “enable the organization to create value with data and AI.” The chief data and AI officer worked with the business to develop the strategic vision and implement the road map for the use cases. After a scan of domains (that is, customer journeys or functions) and use case opportunities across the enterprise, leadership prioritized the home-servicing/maintenance domain to pilot and then scale as part of a larger sequencing of initiatives. They targeted, in particular, the development of a gen AI tool to help dispatchers and service operators better predict the types of calls and parts needed when servicing homes.

Leadership put in place cross-functional product teams with shared objectives and incentives to build the gen AI tool. As part of an effort to upskill the entire enterprise to better work with data and gen AI tools, they also set up a data and AI academy, which the dispatchers and service operators enrolled in as part of their training. To provide the technology and data underpinnings for gen AI, the chief data and AI officer also selected a large language model (LLM) and cloud provider that could meet the needs of the domain as well as serve other parts of the enterprise. The chief data and AI officer also oversaw the implementation of a data architecture so that the clean and reliable data (including service histories and inventory databases) needed to build the gen AI tool could be delivered quickly and responsibly.

Our book Rewired: The McKinsey Guide to Outcompeting in the Age of Digital and AI (Wiley, June 2023) provides a detailed manual on the six capabilities needed to deliver the kind of broad change that harnesses digital and AI technology. In this article, we will explore how to extend each of those capabilities to implement a successful gen AI program at scale. While recognizing that these are still early days and that there is much more to learn, our experience has shown that breaking open the gen AI opportunity requires companies to rewire how they work in the following ways.

Figure out where gen AI copilots can give you a real competitive advantage

The broad excitement around gen AI and its relative ease of use has led to a burst of experimentation across organizations. Most of these initiatives, however, won’t generate a competitive advantage. One bank, for example, bought tens of thousands of GitHub Copilot licenses, but since it didn’t have a clear sense of how to work with the technology, progress was slow. Another unfocused effort we often see is when companies move to incorporate gen AI into their customer service capabilities. Customer service is a commodity capability, not part of the core business, for most companies. While gen AI might help with productivity in such cases, it won’t create a competitive advantage.

To create competitive advantage, companies should first understand the difference between being a “taker” (a user of available tools, often via APIs and subscription services), a “shaper” (an integrator of available models with proprietary data), and a “maker” (a builder of LLMs). For now, the maker approach is too expensive for most companies, so the sweet spot for businesses is implementing a taker model for productivity improvements while building shaper applications for competitive advantage.

Much of gen AI’s near-term value is closely tied to its ability to help people do their current jobs better. In this way, gen AI tools act as copilots that work side by side with an employee, creating an initial block of code that a developer can adapt, for example, or drafting a requisition order for a new part that a maintenance worker in the field can review and submit (see sidebar “Copilot examples across three generative AI archetypes”). This means companies should be focusing on where copilot technology can have the biggest impact on their priority programs.

Copilot examples across three generative AI archetypes

• “Taker” copilots help real estate customers sift through property options and find the most promising one, write code for a developer, and summarize investor transcripts.
• “Shaper” copilots provide recommendations to sales reps for upselling customers by connecting generative AI tools to customer relationship management systems, financial systems, and customer behavior histories; create virtual assistants to personalize treatments for patients; and recommend solutions for maintenance workers based on historical data.
• “Maker” copilots are foundation models that lab scientists at pharmaceutical companies can use to find and test new and better drugs more quickly.

Some industrial companies, for example, have identified maintenance as a critical domain for their business. Reviewing maintenance reports and spending time with workers on the front lines can help determine where a gen AI copilot could make a big difference, such as in identifying issues with equipment failures quickly and early on. A gen AI copilot can also help identify root causes of truck breakdowns and recommend resolutions much more quickly than usual, as well as act as an ongoing source for best practices or standard operating procedures.

The challenge with copilots is figuring out how to generate revenue from increased productivity. In the case of customer service centers, for example, companies can stop recruiting new agents and use attrition to potentially achieve real financial gains. Defining the plans for how to generate revenue from the increased productivity up front, therefore, is crucial to capturing the value.

Upskill the talent you have but be clear about the gen-AI-specific skills you need

By now, most companies have a decent understanding of the technical gen AI skills they need, such as model fine-tuning, vector database administration, prompt engineering, and context engineering. In many cases, these are skills that you can train your existing workforce to develop. Those with existing AI and machine learning (ML) capabilities have a strong head start. Data engineers, for example, can learn multimodal processing and vector database management, MLOps (ML operations) engineers can extend their skills to LLMOps (LLM operations), and data scientists can develop prompt engineering, bias detection, and fine-tuning skills.

A sample of new generative AI skills needed

The following are examples of new skills needed for the successful deployment of generative AI tools:

• data scientist:
• prompt engineering
• in-context learning
• bias detection
• pattern identification
• reinforcement learning from human feedback
• hyperparameter/large language model fine-tuning; transfer learning
• data engineer:
• data wrangling and data warehousing
• data pipeline construction
• multimodal processing
• vector database management

The learning process can take two to three months to get to a decent level of competence because of the complexities in learning what various LLMs can and can’t do and how best to use them. The coders need to gain experience building software, testing, and validating answers, for example. It took one financial-services company three months to train its best data scientists to a high level of competence. While courses and documentation are available—many LLM providers have boot camps for developers—we have found that the most effective way to build capabilities at scale is through apprenticeship, training people to then train others, and building communities of practitioners. Rotating experts through teams to train others, scheduling regular sessions for people to share learnings, and hosting biweekly documentation review sessions are practices that have proven successful in building communities of practitioners (see sidebar “A sample of new generative AI skills needed”).

It’s important to bear in mind that successful gen AI skills are about more than coding proficiency. Our experience in developing our own gen AI platform, Lilli , showed us that the best gen AI technical talent has design skills to uncover where to focus solutions, contextual understanding to ensure the most relevant and high-quality answers are generated, collaboration skills to work well with knowledge experts (to test and validate answers and develop an appropriate curation approach), strong forensic skills to figure out causes of breakdowns (is the issue the data, the interpretation of the user’s intent, the quality of metadata on embeddings, or something else?), and anticipation skills to conceive of and plan for possible outcomes and to put the right kind of tracking into their code. A pure coder who doesn’t intrinsically have these skills may not be as useful a team member.

While current upskilling is largely based on a “learn on the job” approach, we see a rapid market emerging for people who have learned these skills over the past year. That skill growth is moving quickly. GitHub reported that developers were working on gen AI projects “in big numbers,” and that 65,000 public gen AI projects were created on its platform in 2023—a jump of almost 250 percent over the previous year. If your company is just starting its gen AI journey, you could consider hiring two or three senior engineers who have built a gen AI shaper product for their companies. This could greatly accelerate your efforts.

Form a centralized team to establish standards that enable responsible scaling

To ensure that all parts of the business can scale gen AI capabilities, centralizing competencies is a natural first move. The critical focus for this central team will be to develop and put in place protocols and standards to support scale, ensuring that teams can access models while also minimizing risk and containing costs. The team’s work could include, for example, procuring models and prescribing ways to access them, developing standards for data readiness, setting up approved prompt libraries, and allocating resources.

While developing Lilli, our team had its mind on scale when it created an open plug-in architecture and setting standards for how APIs should function and be built.  They developed standardized tooling and infrastructure where teams could securely experiment and access a GPT LLM , a gateway with preapproved APIs that teams could access, and a self-serve developer portal. Our goal is that this approach, over time, can help shift “Lilli as a product” (that a handful of teams use to build specific solutions) to “Lilli as a platform” (that teams across the enterprise can access to build other products).

For teams developing gen AI solutions, squad composition will be similar to AI teams but with data engineers and data scientists with gen AI experience and more contributors from risk management, compliance, and legal functions. The general idea of staffing squads with resources that are federated from the different expertise areas will not change, but the skill composition of a gen-AI-intensive squad will.

Set up the technology architecture to scale

Building a gen AI model is often relatively straightforward, but making it fully operational at scale is a different matter entirely. We’ve seen engineers build a basic chatbot in a week, but releasing a stable, accurate, and compliant version that scales can take four months. That’s why, our experience shows, the actual model costs may be less than 10 to 15 percent of the total costs of the solution.

Building for scale doesn’t mean building a new technology architecture. But it does mean focusing on a few core decisions that simplify and speed up processes without breaking the bank. Three such decisions stand out:

• Focus on reusing your technology. Reusing code can increase the development speed of gen AI use cases by 30 to 50 percent. One good approach is simply creating a source for approved tools, code, and components. A financial-services company, for example, created a library of production-grade tools, which had been approved by both the security and legal teams, and made them available in a library for teams to use. More important is taking the time to identify and build those capabilities that are common across the most priority use cases. The same financial-services company, for example, identified three components that could be reused for more than 100 identified use cases. By building those first, they were able to generate a significant portion of the code base for all the identified use cases—essentially giving every application a big head start.
• Focus the architecture on enabling efficient connections between gen AI models and internal systems. For gen AI models to work effectively in the shaper archetype, they need access to a business’s data and applications. Advances in integration and orchestration frameworks have significantly reduced the effort required to make those connections. But laying out what those integrations are and how to enable them is critical to ensure these models work efficiently and to avoid the complexity that creates technical debt  (the “tax” a company pays in terms of time and resources needed to redress existing technology issues). Chief information officers and chief technology officers can define reference architectures and integration standards for their organizations. Key elements should include a model hub, which contains trained and approved models that can be provisioned on demand; standard APIs that act as bridges connecting gen AI models to applications or data; and context management and caching, which speed up processing by providing models with relevant information from enterprise data sources.
• Build up your testing and quality assurance capabilities. Our own experience building Lilli taught us to prioritize testing over development. Our team invested in not only developing testing protocols for each stage of development but also aligning the entire team so that, for example, it was clear who specifically needed to sign off on each stage of the process. This slowed down initial development but sped up the overall delivery pace and quality by cutting back on errors and the time needed to fix mistakes.

Ensure data quality and focus on unstructured data to fuel your models

The ability of a business to generate and scale value from gen AI models will depend on how well it takes advantage of its own data. As with technology, targeted upgrades to existing data architecture  are needed to maximize the future strategic benefits of gen AI:

• Be targeted in ramping up your data quality and data augmentation efforts. While data quality has always been an important issue, the scale and scope of data that gen AI models can use—especially unstructured data—has made this issue much more consequential. For this reason, it’s critical to get the data foundations right, from clarifying decision rights to defining clear data processes to establishing taxonomies so models can access the data they need. The companies that do this well tie their data quality and augmentation efforts to the specific AI/gen AI application and use case—you don’t need this data foundation to extend to every corner of the enterprise. This could mean, for example, developing a new data repository for all equipment specifications and reported issues to better support maintenance copilot applications.
• Understand what value is locked into your unstructured data. Most organizations have traditionally focused their data efforts on structured data (values that can be organized in tables, such as prices and features). But the real value from LLMs comes from their ability to work with unstructured data (for example, PowerPoint slides, videos, and text). Companies can map out which unstructured data sources are most valuable and establish metadata tagging standards so models can process the data and teams can find what they need (tagging is particularly important to help companies remove data from models as well, if necessary). Be creative in thinking about data opportunities. Some companies, for example, are interviewing senior employees as they retire and feeding that captured institutional knowledge into an LLM to help improve their copilot performance.
• Optimize to lower costs at scale. There is often as much as a tenfold difference between what companies pay for data and what they could be paying if they optimized their data infrastructure and underlying costs. This issue often stems from companies scaling their proofs of concept without optimizing their data approach. Two costs generally stand out. One is storage costs arising from companies uploading terabytes of data into the cloud and wanting that data available 24/7. In practice, companies rarely need more than 10 percent of their data to have that level of availability, and accessing the rest over a 24- or 48-hour period is a much cheaper option. The other costs relate to computation with models that require on-call access to thousands of processors to run. This is especially the case when companies are building their own models (the maker archetype) but also when they are using pretrained models and running them with their own data and use cases (the shaper archetype). Companies could take a close look at how they can optimize computation costs on cloud platforms—for instance, putting some models in a queue to run when processors aren’t being used (such as when Americans go to bed and consumption of computing services like Netflix decreases) is a much cheaper option.

Build trust and reusability to drive adoption and scale

Because many people have concerns about gen AI, the bar on explaining how these tools work is much higher than for most solutions. People who use the tools want to know how they work, not just what they do. So it’s important to invest extra time and money to build trust by ensuring model accuracy and making it easy to check answers.

One insurance company, for example, created a gen AI tool to help manage claims. As part of the tool, it listed all the guardrails that had been put in place, and for each answer provided a link to the sentence or page of the relevant policy documents. The company also used an LLM to generate many variations of the same question to ensure answer consistency. These steps, among others, were critical to helping end users build trust in the tool.

Part of the training for maintenance teams using a gen AI tool should be to help them understand the limitations of models and how best to get the right answers. That includes teaching workers strategies to get to the best answer as fast as possible by starting with broad questions then narrowing them down. This provides the model with more context, and it also helps remove any bias of the people who might think they know the answer already. Having model interfaces that look and feel the same as existing tools also helps users feel less pressured to learn something new each time a new application is introduced.

Getting to scale means that businesses will need to stop building one-off solutions that are hard to use for other similar use cases. One global energy and materials company, for example, has established ease of reuse as a key requirement for all gen AI models, and has found in early iterations that 50 to 60 percent of its components can be reused. This means setting standards for developing gen AI assets (for example, prompts and context) that can be easily reused for other cases.

While many of the risk issues relating to gen AI are evolutions of discussions that were already brewing—for instance, data privacy, security, bias risk, job displacement, and intellectual property protection—gen AI has greatly expanded that risk landscape. Just 21 percent of companies reporting AI adoption say they have established policies governing employees’ use of gen AI technologies.

Similarly, a set of tests for AI/gen AI solutions should be established to demonstrate that data privacy, debiasing, and intellectual property protection are respected. Some organizations, in fact, are proposing to release models accompanied with documentation that details their performance characteristics. Documenting your decisions and rationales can be particularly helpful in conversations with regulators.

In some ways, this article is premature—so much is changing that we’ll likely have a profoundly different understanding of gen AI and its capabilities in a year’s time. But the core truths of finding value and driving change will still apply. How well companies have learned those lessons may largely determine how successful they’ll be in capturing that value.

The authors wish to thank Michael Chui, Juan Couto, Ben Ellencweig, Josh Gartner, Bryce Hall, Holger Harreis, Phil Hudelson, Suzana Iacob, Sid Kamath, Neerav Kingsland, Kitti Lakner, Robert Levin, Matej Macak, Lapo Mori, Alex Peluffo, Aldo Rosales, Erik Roth, Abdul Wahab Shaikh, and Stephen Xu for their contributions to this article.

This article was edited by Barr Seitz, an editorial director in the New York office.

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Data Release of Final Report to Bureau of Reclamation: Case Study Using KINEROS Model to Assess Potential Hydrologic and Geomorphic Impacts of Installing Gabions in a Developing Subwatershed near Buckeye, Arizona, USA

This data release provides results from a watershed modelling effort to depict the use of natural infrastructure in dryland streams (NIDS), i.e., gabions, as a low-tech and low-cost, nature-based solution for increased water availability in the Buckeye area, west of the White Tank mountains and northwest of Phoenix, AZ, USA. Our goal was to identify impacts of current management and hypothetical installation of gabions, as NIDS to offset expected impacts of planned development (Norman et al., 2022; Tosline & Swick, 2023). This release and associated report (Norman & Petrakis, 2024) describes the methods and results acquired for modeling installation of gabion-style NIDS and the impacts at the apex and outlet of the watershed draining Alluvial Fan #3 (Norman & Petrakis, 2024; Figure 1). We used the Automated Geospatial Watershed Assessment (AGWA) tool, a geographic information systems (GIS) interface, to analyze hydrologic impacts of land cover/land use change in the small watershed, using standardized spatial data sets readily available. Within AGWA, we applied the kinematic runoff and erosion (K2) watershed model to examine a 100-year, 6-hour event, and determine the effects of NIDS on processes of surface runoff and sediment yield. A distinct advantage of K2 and AGWA is the explicit placement of development and conservation practices (e.g., gabion installation) and other modifications in the correct position to receive upslope flow where scenario conditions can be represented as a new model element with distinct hydraulic and erosion parameters (Goodrich et al., 2012). Runoff from small watersheds (< 100 km) is dominated by overland flow making them highly sensitive to high intensity, short duration rainfalls. Land use within watershed accounts for variability in stream water quality (Omernik, 1987) and risk of erosion (Wischmeier & Smith, 1978). The uncalibrated physically based model results can be used to portray trends and directions of changes in watershed response due to changes in watershed inputs. Resulting flood hydrographs and sediment yield estimates will be used for integrative management of surface water, groundwater, and ecohydrology to accommodate sustainable development. This data release consists of a series of zipped folders containing graphs, tables, and spatial layers. First, a zipped folder contains a spatial layer geodatabase that includes four shapefiles representing watershed components (i.e., 53 planes - polygon; 21 channels - line; gabion locations for light and heavy installation - point). Second, a zipped folder contains the tables (i.e., .csv file format) showing sediment yield and discharge values for each of the planes (n = 53) and channels (n = 21). The data is separated into two separate folders (i.e., channels, planes), which are then each separated into two additional folders (i.e, discharge, sediment). Finally, similar in structure to the to the tables folder, a zipped folder includes graphs illustrating the sediment yield and discharge values for each of the planes (n = 53) and channels (n = 21), respective of the gabions scenario (i.e., heavy, light, baseline) across time.

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Let's step through them one by one and list the questions you'd want to answer in each. 1. The market. The first area consultants typically analyse in M&A cases is the market. This is extremely important because a big part of the success or failure of the acquisition will depend on broader market dynamics.

The key steps involved in building a merger model are: M&A model inputs, followed by a range of M&A model assumptions, model analysis and model outputs. The merger model can allow analysts to look at different scenarios for a potential deal, such as varying the purchase price, or looking at the best funding option for the deal (equity or debt)

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M&A transaction fees are 2.0% of the Purchase Price (i.e., the purchase of the Target's Equity), or approximately $1.8 million. Financing fees include 4.0% of the $30 million in new Senior Debt raised and 6.0% of the $60 million in new Equity raised. These fees will total $1.2 million and $3.6 million, respectively.

Open in a new window. This M&A advanced financial modeling course covers building a model step-by-step for mergers and acquisitions M&A modeling. Class covers takeover premium, accretion dilution analysis, pro forma model, synergies, revenue enhancements, cost structures, integration, deal terms, debt, shares, financing, DCF model valuation.

M&A Model: Accretion/Dilution Analysis. An important part of investment banking is understanding mergers and acquisitions ().Within M&A, One of the core models investment banking analysts and associates have to build when analyzing an acquisition is the accretion/dilution model. The underlying purpose of such an analysis is to assess the impact of an acquisition on the acquirer's expected ...

In this Merger Model tutorial, you'll learn how to complete a merger model case study exercise given at an assessment center. ... Core Financial Modeling: Learn accounting, 3-statement modeling, valuation, and M&A and LBO modeling from the ground up with 10+ real-life case studies from around the world. Learn More. Created with Sketch. ...

At the same time, multiple arbitrage for this platform is harder to capture. Because higher interest rates are putting downward pressure on asset prices—particularly leveraged assets—a platform acquired and added to in a low-rate environment is probably worth less today than it was a year or two ago.That might upset the anticipated multiple-arbitrage opportunity relative to assets acquired ...

A more equitable model for mixed-income housing The typical approach to residential development in New York falls far short of meeting the needs of a city in the throes of a historic housing crisis. The economics of development typically favor the creation of luxury housing, with a minimum required amount of affordable units (often 20 percent ...

In this study, one model from each category was selected for EPF as described in Table 2. Table 2. Proposed models for electricity price forecast. Category M odel ... For the particular case of hybrid model the training data set was preprocessed by decomposing the data set using a DWT before it can be used in the model. In this study, we ...

The critical parameters of the numerical model are calibrated based on results obtained from laboratory tests. Finally, the progressive failure process and failure mechanism of the impacted bridge are analyzed based on the constructed numerical model. ... (DEM), and a case study of the 2020 Yaoheba rock avalanche in Sichuan, China, is ...

Based on the detailed annual operation data for the case park in 2021, this study adopted the material flow analysis method to analyze the waste, energy, and water flows of the case park, as shown in Fig. 2 a, b and c, respectively (certain insignificant blocks have been deleted or merged, for simplicity).

It's time for a generative AI (gen AI) reset. The initial enthusiasm and flurry of activity in 2023 is giving way to second thoughts and recalibrations as companies realize that capturing gen AI's enormous potential value is harder than expected.. With 2024 shaping up to be the year for gen AI to prove its value, companies should keep in mind the hard lessons learned with digital and AI ...

This data release provides results from a watershed modelling effort to depict the use of natural infrastructure in dryland streams (NIDS), i.e., gabions, as a low-tech and low-cost, nature-based solution for increased water availability in the Buckeye area, west of the White Tank mountains and northwest of Phoenix, AZ, USA. Our goal was to identify impacts of current management and hypothetical i

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Name-Calling and Calling the Police: How N.Y.C. Parent Meetings Got Mean

In school districts across the city, families are fighting over transgender athletes and how race and discrimination are taught in the classroom.

By Troy Closson

New York City has never been immune to heated education fights, but in recent months those fights have taken on a new level of vitriol and aggression, and expanded to focus on a broader menu of divisive issues.

The battles reflect the nation’s growing political divide even in this deep blue city, as parents layer old debates — how issues of race and discrimination are taught in schools, for example — over newer ones, such as the role of transgender students in sports and how schools should address the Israel-Hamas war.

Parents have shouted over each other, called each other bigots and made formal complaints about behavior at meetings traditionally focused on issues like school improvements and student achievement . Some parents have filed police reports against each other for harassment. One woman said she was mailed a parcel with feces inside.

The battlegrounds have also multiplied, from a few notoriously quarrelsome parent councils to traditionally peaceful spots around the city.

In other districts around the country, changes in school board policy can transform what happens in classrooms. In New York City, the parent councils where many of the fights are occurring — and which represent the public school system’s 32 districts — have little power, because the mayor controls the schools.

But the new battles, about issues that don’t always break cleanly along party lines, have created a challenge for an administration trying to manage what is perhaps the nation’s most diverse school district.

The city’s schools chancellor, David C. Banks, has previously shown a willingness to listen to families’ worries over the direction of the system, including its handling of desegregation at elite schools. But the tenor of the new debates has families demanding that officials do more to intervene.

As the fighting continues, Mr. Banks suggested last week that city education leaders would soon have more to say about “the nonsense we’ve seen.”

“It is the thing that in this role as chancellor I find most disappointing,” he said. “Adults behaving badly.”

Perhaps nowhere are tensions more evident than in District 2, a sprawling and diverse section of the system weaving through the heart of Manhattan — from the West Village and Hell’s Kitchen to the Upper East Side.

The district’s parent meetings have always been contentious, but families there had mainly sparred over efforts to loosen admissions at selective schools . Recently, though, they have argued over books with more diverse story lines and whether to disavow the right-wing advocacy group Moms for Liberty, among other issues.

And last month, parents there passed a proposal asking the city’s Department of Education to review its gender guidelines, which currently allow students to participate on sports teams based on their gender identities, regardless of the sex they were assigned at birth.

The effort was led in part by Maud Maron, one especially vocal parent leader whose rhetoric has come under fire from school officials. At a remarkably tense March meeting, held in person and online, she and other parents said that the current policies presented “challenges to youth athletes and coaches,” and that they failed to consider the “well-being of girls.”

During the meeting, parents attending remotely argued over whether their children would be unsafe if transgender girls joined girls’ teams. Several elected officials called the discussion “disgraceful.” Mr. Banks later asked, “Won’t you just leave the kids alone?”

The proposal, a nonbinding recommendation to officials, ultimately passed in an 8-3 vote. In a post on X , Moms for Liberty called the vote “a huge step for NYC!” This year the organization held its first major local event , which some District 2 parent leaders attended as panelists, and the group now has a small chapter in Queens.

It is unclear how much the parent council represents broader views within District 2. The council’s members recently won their spots with several hundred votes, and the district has some 20,000 eligible parent voters.

Still, Mark Levine, the Manhattan borough president and a progressive Democrat, said “the MAGA movement has come to Manhattan.”

Other neighborhoods are also becoming battlefronts.

In District 14, which includes Williamsburg, Brooklyn, some parent leaders have vocally called for a cease-fire in Gaza, and say they have faced threats for their stances. At the same time, other parents filed a federal lawsuit last week over the council’s policies, arguing that those who “dissent from official orthodoxy” face unfair scrutiny from school officials.

Even students have joined the battles. At one of the city’s most elite high schools, Stuyvesant High School, teenagers launched a campaign to expel Ms. Maron from their school leadership team for “deeply hurtful” rhetoric toward minority groups on social media.

The safety of the “most vulnerable students is at stake,” they wrote.

Ms. Maron said in a statement that she has several concerns with the system’s gender guidelines, including that they “impinge on the rights of female students.” She called it “immoral” to tell children they need “interventions to fix their bodies.”

The conflicts are arising after some parents formally organized in recent years over their anger at a proposal to overhaul admissions at the city’s specialized high schools. When moderate or conservative parents feel like their concerns are not being heard in more progressive places, experts said, the messages of a group like Moms for Liberty can resonate.

Rebecca Jacobsen, an education policy professor at Michigan State University, said that the increasingly charged environments could reflect a lasting change. “It is not going back to the way it was,” she said, referring to the national landscape.

Others who study political fights in education pointed to school closures during the coronavirus pandemic. “They galvanized a certain kind of conservatism in New York City which we hadn’t seen in a while,” said Natalia Mehlman Petrzela, an associate professor of history at the New School.

Now, she added, “it’s taken hold in other issues.”

In recent months, Mr. Banks, the schools chancellor, has begun to criticize parents for their behavior more often.

But the fighting has prompted questions over how far officials should go. The president of the city’s teachers’ union, Michael Mulgrew, wants them to do more. He said in a recent letter that some parent leaders had used their platforms to “denigrate and endanger students,” raising concerns that children could suffer.

Still, Kenita Lloyd, a top school official overseeing family engagement, said at a press briefing last week that it could set a “dangerous precedent” to “summarily remove” elected parent leaders.

But some parents remain disappointed. “The adults in the room at the Department of Education really need to step in,” said Gavin Healy, a parent leader in District 2.

In New York, several recent chancellors have encouraged schools to expand the type of teaching — on issues like identity and discrimination — that some other cities have restricted. That too appears to be drawing fresh dissent in at least one neighborhood.

The news site Gothamist reported last month that books on topics like Native American history and the Black Panther superhero were found in the trash at a Staten Island elementary school. Some were labeled with notes, including “Not approved. Discusses dad being transgender. Teenage girls having a crush on another girl in class.”

At the recent unveiling of new lessons on the African diaspora, Mr. Banks said that the teaching of Black history was “under attack all across America.” He said that students would be exposed to diverse stories “whether folks like it or not.”

As the State Legislature considers whether to renew mayoral control of the city’s public schools, the abstract parent fights could have more resonance. Some want state lawmakers to give elected school boards power to make real policy.

Brad Hoylman-Sigal, a Democratic state senator who represents much of Manhattan’s West Side, said “we need to be mindful of how” both school boards and parent councils “can be hijacked.”

Still, experts note that voter turnout — which sits at around 2 percent in parent council elections — would likely rise if the stakes were higher.

Whatever lawmakers decide, John Rogers, a U.C.L.A. professor who has studied education fights, said national political conflict over school issues was likely to grow in the lead-up to the presidential election.

“I think it’s only going to be heightened in the months to come,” he said.

Troy Closson reports on K-12 schools in New York City for The Times. More about Troy Closson