Vault Guide PE

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VAULTGUIDETO
PRIVATEEQUITY
ANDHEDGEFUND
INTERVIEWS
ALICE DOO
AND THE STAFF AT VAULT
Copyright © 2009 by Vault.com, Inc. All rights reserved.
All information in this book is subject to change without notice. Vault makes no claims as to the
accuracy and reliability of the information contained within and disclaims all warranties. No part of
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Library of Congress CIP Data is available.
ISBN 13 : 978-1-58131-696-4
ISBN 10 : 1-58131-696-8
Acknowledgments
Alice Doo’s acknowledgments: The author would like to thank her family,friends, and
colleagues for all their support and help. First, thanks to Vault editor, Matt Thornton
for taking a random chance. Mom and Dad, thank you for a lifetime of
encouragement. This book would not been possible without my friends who are
infinitely smarter notably, Hugh Au, Holly Bui, Brian and James Castiglioni, Eric
DeNatale, Angeline Hsu, Jagan Pisharath, Roman Smurkler, Bo Tang, Andrew Yeh
(left!), and Andrew Yim. Thanks to all the firms who interviewed me and said no,
because how else could I have gained the credentials to write this book? Special
thanks to Leo, Susan, Jessica, Grishma, Helis, Kevin and Annie at the Carlyle Group
for finally giving me a job.
Vault’s acknowledgments: We are extremely grateful to Vault’s entire staff for all their
help in the editorial, production and marketing processes. Vault also would like to
acknowledge the support of our investors, clients, employees, family and friends.
Thank you!
v
TableofContents
INTRODUCTION 1
Preparation is Key .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
BR EA KI NG INTO THE INDUSTRY 3

The “Right” Background .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Meet the Headhunters .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
WHAT TO EXPECT 7
Overview of the Interview .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Why You at XYZ Firm .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Behavioral Questions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
WORK/DEAL EXPERIENCE 15
Switch Perspectives ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Sample Questions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
ACCOUNTING 23
Solid Foundation ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
FINANCE 31
Sample Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
BR A I NT EASERS 41
Standardized Acumen ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
vii
Vault Guide to Private Equity and Hedge Fund Interviews
Table of Contents
CONSULTING 47
Case Questions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
CAPITAL MA RKETS (HEDGE FUNDS ONLY) 55

Hedge Funds ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55
Investment Strategies ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
Investment Criteria .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Keep Sharp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
More Sample Questions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77
LEVERAGED BUYOUT S (PRIVATE EQUITY ONLY) 79

Private Equity’s Golden Egg .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79
The Beginning .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79
Greed is Good:Modern Private Equity ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80
The Summer of 2 0 0 7 ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81
How Private Equity Works .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
The Exit Strategy: Return on Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89
Generating Return ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90
LBO Investment Criteria ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92
Advantages and Considerations ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94
Paper LBO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94
Sample Questions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100
INVESTMENT MEMOR A NDUMS 107

Outline ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .107
Practice ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
viii © 2009 Vault.com, Inc.

Table of Contents
FINAL ANALYSIS 123
APPENDIX 125
Abbreviations .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127
Finance Glossary .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .128
Headhunters ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .147
ABOUT THE AUTHOR 155
Visit the Vault Finance Career Channel at www.vault.com/finance —with

insider firm profiles, message boards, the Vault Finance Job Board and more. ix
Introduction
PR EPA R ATION I S KEY
Whyyou?
Getting a coveted position in the prestigious industry of hedge funds (“HF”) and
private equity (“PE”) boils down to one question: Will you make money for the firm?
The entire interview is devoted to determining that answer.
All answers should be prepared accordingly. If you have worked with

companies/transactions, you should not only know the details of that particular
company, but also the strategic rationale as to why it would be a good investment, or
why not. If you have focused on industry expertise, be sure you can pick out specific
companies that would be ideal investments based on the specific criteria of the
investment strategy ofthe interviewing firm.
Seriously, whyyou?
Most likely, you are already in the industry or working in a breeder field like
investment banking, sales and trading, or consulting. Even more likely, you are at a
prestigious firm that you already sacrificed blood, sweat,and tears to break into.
First, pat yourself on the back for being successful. But next, realize the competition
for buy-side gets much worse. If you aren’t already at Goldman Sachs or Morgan
Stanley with an Ivy League education, then you better fine-tune your strategy. Also,
unfortunately, this book is being written in early 2009 when buy-side jobs are
particularly scarce.
You’ll need to make it past the headhunters who pre-judge you, answer technical
finance and accounting questions about a field in which you may have zero
experience, and even be tested on the spot by being creating an Excel model from
scratch or presenting a case study. In addition to being intelligent and capable, you
absolutely must fit into the culture.
Note tothe audience

This guide covers all levels in the private equity and hedge fund space. However, the
more junior the position, the more regimented the interviews and thus they are easier
to catalog. Therefore, this guide will highlight the junior, p re-MBA interviews, which
are very similar across firms. As the position gets more senior, the more the interview
will focus on real work and deal experience over technical questions.
Essentially, positions above associates need only to look at the first four chapters, until
“Work/Deal Experience” as technical questions are rare unless you’re from another
industry and needs to prove your financial capability.
1
Introduction
Wash,rinse and repeat

Practice as much as you can. This author didn’t get comfortable with interviewing
until she bombed her first bunch. By the 10th interview,she slept with her eyes open
while she spewed out packaged answers.
Reading this guide is only your first step. Good luck!
2 © 2009 Vault.com, Inc.

BreakingintotheIndustry
THE “RIGHT” BACKGROUND
Entry point
Private equity shops have clearly defined hierarchies of roles versus hedge funds,
which may have looser structures. Responsibilities at both can be divided into three
groups; the juniors handle the details, the middle manages the details, and the
seniors focus on the bigger picture.
From junior to senior, typical roles at PE shops include associates, vice presidents,
principals, managing directors and partners. The associates focus on the grunt
quantitative work in which they create complex models to illustrate future company
cash flows. The middle tier, the vice presidents, manage and coordinate the day-to-
day needs of the deals. The top will emphasize the bigger picture, such as sourcing
deals with existing or new management contacts.
Hedge funds vary depending on the size of the firm. Typical titles include research
analyst, junior trader, trader, vice president, risk manager, portfolio manager, and
partner. The hierarchy culture at HFs tends to be much flatter than PE.
Both judge candidates based on a spectrum: 1) analytical abilities, 2) industry

experience, 3) track record, and 4) contacts. The most junior position may only
demand analytical capabilities but as you move up the ladder, the requirements
spread further right.
The “pedigreed”
At the lowest entry point, a college undergrad may join a hedge fund as an analyst.
Rarely do recent undergrads go directly into PE. Typically, firms look for traditional
buy-side (HF/PE) or sell-side (investment banking) experience. It is possible to have
neither, but very difficult, so focus on networking or spend some time at an
investment bank.
Typical pre-MBA associates will have had a one- to two-year stint in an investment
bank, or to a lesser extent, at a consulting firm. Typical post-MBA associates will
already have relevant buy-side experience but may also be recruited from other
finance or corporate backgrounds. Pedigrees at prestigious colleges (Wharton,
Harvard) and bulge bracket investment banks (Goldman Sachs, Morgan Stanley)
improve your marketability.
Senior-level positions are offered on a case-by-case basis, so traditional or unusual

backgrounds are considered as long as they are valuable to the firm. If an
infrastructure fund is hiring, a project finance background as well as an engineering
background will lend itselfnaturally. Connections are key.
3
Breaking into the Industry
MEET THE HEAD HUNTERS
The firstobstacle
Headhunters provide the greatest accessibility to jobs in the financial industry. SG
Partners, CPI, Dynamics, Glocap, and Oxbridge are the five most popular firms and
represent many ofthe big names. SG’s and CPI’s clients include the most prestigious
firms like Bain Capital, Carlyle, Och Ziff, Perry Capital and TPG. Dynamics handles
mostly hedge funds, including Citadel. An inclusive listing can be found in the
appendix of this guide. You can also draw upon other resources such as networking
connections and classifieds.
For the most part, headhunters are the gatekeepers to PE and HF interviews. They
will gather thousands of applicants’ resumes and then handpick only a dozen to
interview at each client. They are usually genuinely helpful people but remember
who fills their coffers; firms pay them anywhere from 10 to 50 percent of first year’s
salary. The recruiter’s job is find appropriate candidates and to get them to accept
the offer.
The junior pre-MBA process

Mainly applicable to investment banking candidates, you will begin to be contacted
by various headhunters in the first year of your analyst program, up to three months
before the interviewing season starts. PE firms prefer to interview as late as possible
so they can quiz you on work experience. However, HF firms seek out raw
intelligence and interview year-round. The big HFs start whenever they feel like it. (In
2008, Citadel started interviews in March). Because PE shops don’t want to miss out
on the pool oftalented candidates, theyoften follow suit as soon as possible.
Typically,a major PE firm will kick offits interviewing season (in 2008, The Blackstone
Group started in April); then others follow and there is a month of hot and heavy
interviewing for the bulk ofPE firms, though plenty ofjobs can also be acquired later.
It’s quite comical how early the process begins, despite the interviewees barely
knowing how to add, much less model, as they have not yet finished their first year
working.
The junior post-MBA process

You’ll be relying on your school’s career center more than headhunters. Many firms
contact the big business schools directly. The main interviewing season will occur at
the beginning of your last year; but many jobs will extend beyond that. Definitely
reach out to alumni at the firms or industry you’d like to work in.

Breaking into the Industry
Other levels
For those who are looking for jobs immediately after undergraduate college, you can
try to contact some headhunters, but don’t expect a call back. You’ll need to rely on
your career center or your own resourcefulness.
For senior levels, it’s a good idea to keep in constant contact with headhunters even
if you are satisfied with your current job.It keeps you updated on your market worth.
Data gathering
The headhunters will collect your resume and ask you to fill out an informational sheet
about your work and education history as well as your career interests and
geographical preferences. Be careful if you are interested in something that is very
different from your current job. For instance, you are an investment banker covering
the energy sector but you’d really like to join the healthcare group at XYZ firm and get
out of the energy sector. The recruiter may still slot you for energy specific firms or
wherever your experience is most relevant. So position yourself as best you can.
“First-round” interview
Your first test will actually be with the headhunters. They’ll ask you about your
background and what you’re interested in. They are already sizing you up to see how
you would perform in a real interview,so remember to take these seriously. Show that
you are professional, well prepared and earnest.
Some headhunters contact everyone at the big bulge bracket banks or big name
firms, but make sure you reach out to all of them. Their high season is the official PE
season, so it’s good to schedule appointments with them up to three months before
they are too busy to meet you.

insider firm profiles, message boards, the Vault Finance Job Board and more. 5
WhattoExpect
OVERVIEW OF THE INTERVIEW
The aesthetics
As with any interview, be well groomed and wear a suit. Your interviewer has an eye
for detail and is accustomed to the finer things in life; pick an outfit that is
conservative and of good quality. Don’t neglect your shoes and fingernails. Have an
extra outfit hand y—you could be called back for a second round the next day, and
the night can be betterspent preparing versus ironing.
The supplies
Bring business cards to exchange. Carry a portfolio (a leather folder available at office
supply stores) to hold resume copies, a notepad and a pen. Some candidates keep a
calculator handy, but rarely would it be appropriate to use one during an interview.
The time
Be there at least five minutes early. Factor in traffic. If you have a current job,
overestimate the amount oftime you will be gone from the office,since interviews will
often start late or run over the allotted time.
Tip: Create discreet study materials that you can peruse while waiting. For instance,
this author was an investment banker so she had a pitch book (spiral-bound client
presentation) of her study materials made. Kinko’s and other photocopy stores can
assist you. She was able to refresh her memory immediately before an interview while
implying she was dedicated to her current job.
The rounds
Few firms will hire you after one round. Your first round will be a filtering session,
either with H R or the individual most junior in the decision process. One approach
uses short verbal technical questions in the beginning to bring back the smartest
candidates and then interview for personality and culture fit. Vice versa, a first round
may only consist ofbehavioral questions and then the second round uses a modeling
test or case study to evaluate technical skills. Most firms use a mix of behavioral and
technical questions in the first round to filter for intelligent yet personable candidates.
To give you a data point, the typical interview for a junior position is as follows: The
first round is an hour of a basic question-and-answer session with one or two
interviewers at the associate or VP level. Questions will consist of a mix of the
behavioral and technical variety, with a heavy emphasis on deal experience. The
second round is either a modeling test or case study. The third and final round will
7
What to Expect
have the candidate meet with senior-level people and will be more conversational,
with you asking the majority of questions. This example is only a median point;
interviews can be as short as two rounds or take longer than five. So me have zero
technical assessments while others give both in-office modeling tests and take-home
case studies. The larger firms tend to have the quickest turnarounds, with some even
calling back for a second round the same day. Some of the smaller firms will drag
their feet to ensure you are the perfect fit for the firm.
Senior positions will have as many rounds as necessary to meet the relevant superiors
or peers to work with.
Your final round will always focus on meeting with the head honchos, the most
relevant senior people. Sometimes, only the people in your final round will make the
decision but since most groups are small and take recruiting seriously, usually
everyone will convene formally to discuss their opinions. The senior people, the
group head in particular, have veto power. Those who will be responsible for your
work are likelyto be the most vocally opinionated.
The questions
Expect to start with either “Tell me about yourself” or “Walk me through your
resume.” Prepare an answer but make sure not to sound rehearsed. If you are not
already in the industry, you can be certain you will be asked why you want to join.
The behavioral questions usually consist of some variation of “Why did you choose
your path,” like how did you pick your college, your current firm, your previous job,
etc. Your answers illustrate the strength ofyour desire to be in the finance industry.
This guide’s ratio ofwork/deal experience (Chapter 3) to technical questions (Chapter

4 through 10) is almost inversely proportional to the actual interview experience.
Technical questions only serve to eliminate people who don’t academically
understand finance and should, therefore, reconsider their career aspirations. Your
work experience discussions are more closely scrutinized. For both types of
questions, the guide will only be able to give you the basic answers and explanations.
Anyone can memorize them and answer questions correctly. However, those who
display a deeper knowledge that supports genuine interest will stand out.
If you’re interviewing for a senior position, you are likely to experience zero technical
questions; the focus is on work experience, strength of industry relationships and
investment opinions.
Aim for pointed and concise answers; think less than a minute, with 30 seconds
being the sweet spot forin-depth questions. A minute is much longer than you think;
observe your interviewer’s body language forsigns of boredom or interest.

What to Expect
The attitude
Punctuality and preparation convey requisite employee qualities but your attitude and
personality will make the strongest impression. Start with a firm handshake and
smile. Radiate confidence, intelligence, reliability, dependability and a personality
that your interviewer would enjoy spending most ofhis waking life with.
Even when you are given an easy question, your body language might imply
uncertainty that will discredit your answer. Many people have a tendency to roll their
eyes up and speak haltingly when they are thinking. Look at your interviewer (but do
not bore into his eyes) and speak loudly, clearly and slowly with your shoulders up
and hands neatly clasped.
Interviewing implies you do not want to be at your current job,but leave it as the silent
elephant in the room. Even if your interviewer knows you just pulled a miserable all-
nighter, focus on the positives rather than accept his sympathy. Enthusiastic
underlings who express a desire for more responsibility means someone one can
guiltlessly push work down onto. Of course, too much enthusiasm is a line closer
than you think; don’t be the overly chipper weirdo. A good guideline is to match your
interviewer's energy level. Pre-offer, do not ask about pay and especially do not ask
about hours. People appreciate confidence but most people dislike arrogance, so
refrain from going on tangents about yourself; the interviewer is asking enough
questions about you. Rather, aim to sound interested by asking your own questions.
Flowing conversations are inherently more enjoyable than punctuated questions and
answers.
This guide can help you formulate the syntax of a good answer, but mock interviewing
will refine your interview attitude. You can do it alone with just the mirror or ask a
friend to sit in. When watching yourselfin the mirror,think about who you would hire.
With others, have mock interviewers give real criticism.
WHY YOU AT XYZ FIRM

The quality of your competitors is quite high, so the recruiting slogan is “the best of
the best.” Show that you are more knowledgeable, dependable, harder working,
charismatic and desirable than the other candidates. Confidence and maturity
justifies a potential employee to lead a team and be presented in front of
management/clients.
Disinterest is a turnoffto anyone, so do the research on the firm. Truly understand its
investment strategy, and tailor your answers to reflect that. For example, one firm
asked five characteristics of an ideal investment; the website listed precisely five
requirements of its own investments. The offer was given to the person who listed
those five plus a few others.
In addition to conveying your interest to the interviewing firm, many shops will ask
about the level of interest in you by its peers. They will often ask about whom else

What to Expect
you are interviewing with and where you are in the process, which really means
whether you already have other offers on the table. Popularity basically serves as a
measure of credibility. If you are not asked directly and do have exploding offers, let
the H R contact know; he will relay the information to the team.
Beyond having the requisite job capabilities, your culture fit will make or break the
offer decision. Don’t force yourself to be someone you’re not because then you’ll just
be unhappy on the job when you end up spending more time with these colleagues
than your own spouse. Just present the best version ofyourself.
Thebestcandidates are omniscient

Know the firm: Understand the culture, latest news, the investment strategy, and
exactly what your potential position entails.
Know the market: Stay updated on relevant news, both macro and micro. If
you're going into an entry-level job, you'll need to know at least the basics ofthe
state of the economy and the HF or PE market. As you go up the ladder, you'l l
need tohave more detailed opinions on specific market niches,like “what do you
think of Company X Versus Company Y as an investment?”, “which emerging
market do you think has the best investing opportunities?” (HF) and “whatdo you
think of LBO opportunities in the mining industry?” (PE). You'll get grilled for
anything within your current realm ofexperience, but don't be surprised if you’re
asked to broadly discuss an industry you've never worked with.
Know yourself: Show that you have the desire totake on the job and have gained
the appropriate experience to be able to perform. Be prepared to explain
everything on your resume, especially deal experience ifyou have it.
Customized for: Thomas (thomas.picquette@edhec.c om)
BEHAVIORAL QUESTIONS
There are no right answers to these questions. Be honest, but always lay out a
response in its most flattering light.
1. Tell meaboutyourself/Walkmethroughyourresume.
An easy way to begin the interview—prepare a short spiel in advance that
highlights your path to finance.

What to Expect
2. Whyhedgefunds orprivateequity?
Prepare a thoughtful answer as you are guaranteed to receive this question. This
is the motivation question. Why are you here in the first place? Show that you
have the personality traits that support the investing strategy of the firm. For
example, what is your time horizon preference: short term versus long term? Are
you interested in how Ben Bernanke’s interest rate change affect a stock price
tomorrow (macro strategy focused HF) or do you prefer to watch companies that
you can shape from the inside for three to five years (PE). Don’t allow someone
to poke holes in your answer by saying “Well if you like that aspect, why don’t
you pursue X profession instead?” At minimum, you should be an analytical
thinker that enjoys looking at companies.
3. Whatdoyouhopetogain fromthis job?

A variant ofthe motivation question.
4. Whyareyouworkingin yourcurrentindustry?
The motivation should complement your reason to join the HF or PE industry. In
fact, it can be exactly the same answer. If it is radically different, be prepared to
explain why.
5. Whydid youchoosethefirm youareat now/Whydidyouchoseyour

group/sector/product/Whydid youchooseyourcollege?
Again, the motivations should complement the motivation to join the particular
firm (versus the “industry” in the previous question) with which you are
interviewing.
6. Whatin particularis attractiveaboutthis firm?

Firms like feeling special and wanted. Plus, a solid candidate does his
homework. Browse the website, and, if you can, speak to people at the firm
beforehand.Knowledge is power.
7. Areyouonly looking athedgefunds? Whatelse areyoulookingat?Private

equity, assetmanagement,etc.?
The answer to this should support your answer to your motivation question. If
you are interviewing at a HF and say you love the stock market where enormous
gains and losses can be realized hourly, then admitting to interviewing at PE
discredits that answer. HF and PE are very different jobs that emphasize
different skills and personality types. Saying you are interested in both suggests
that you are simply interested in the main common denominator: the high salary.

What to Expect
Everyone appreciates the money, but the successful employees are the ones
who truly enjoy the process of making money.
8. Whoelse areyouinterviewingwith/Whereareyouin theprocesswithother

firms?
Can be asked for the same reasons as the previous question, but also can be a
feeler as to how desirable you are. If many notable firms are interviewing you,
they feel reassured that you are a qualified candidate. Also, having multiple
offers gives them a sense of urgency that you’re so good you’ll get scooped up
by someone else ifthey don’t give you an offer soon.
9. Doyouplan ongoingtobusinessschool? Whyorwhynot?

This question can be a little tricky. So me places require an MB A for you to be
promoted and some places don’t want you to disappear for two years after only
a year ofworking. A safe answer is you’d like to attend only ifit teaches you skills
that help you advance in your career.
10. Whatdoyouplan todoin thenextfive to10years?

More importantly, how does this potential job fit in with this plan? It should fit in
appropriately by enhancing your professional development. It’s not necessary to
paint a picture that you absolutely will be in the same job and at the interviewing
firm.If you are applying fora pre -MB A associate position at a PE firm, it may be
a strict two-year program and, therefore, a prepared candidate would be aware
of this. A mature candidate recognizes the skills that he would like to develop
and how his job experiences will help realize them.
11. Whatqualities/skillsdoyoufeel youhavethat are transferable tothis

industry?
Do the research as to what skills are the prioritized in the industries. Naturally,
analytical and insightful thinking rank at the top.
12. Have youhadaperformance review?Whatdid itsay?

This is the strengths/weaknesses question except also backed by evidence.
Obviously, highlight your strengths and when prompted for weaknesses, have a
prepared explanation that flips it in a positive way, such as how you are working
on improving that criticism.

What to Expect
13. Whatis yourideal workenvironment?Whatqualities wouldyourideal job

have?
Just be sure not to say that you want to work alone. Even HFs demand team
players. And don’t say a 9-5 workday, because you won’t find that anywhere.
14. Tell mesomethinginteresting aboutyou/Whatdoyoudoin yourfreetime?

Your interviewer is compiling a mental dossier on you: pro and con bullet points
based on your interview answers. To help differentiate your profile,he may ask a
few “unique” questions to separate you from other candidates. You want to be
memorable, but not in a weird way. It’s also great to have any interesting
conversation to develop a connection with your interviewer.
15. Whatis themostrecent bookyou’veread?

Another idle question to show something interesting about you.
16. Whatseparatesyoufromother candidates?

The interviewerwould like you explain why you should be hired over all the other
equally qualified candidates that he will speak to that day. Your answer should
be supported by the rest of the interview. If you consider yourself smarter, then
be sure to get all the technical questions right. If you have more or better quality
experience, be sure to showcase examples. If you have great contacts, cite
specific relationships.
17. Are youwilling tomovetothecity where thefirm is located (forjobs outside

yourcurrentlocation)?
If the firm is located elsewhere, you need a strong answer as to why you are
willing to relocate. Firms know it’s tough to go somewhere if you do not have
family or friends there, and so they will not give you an offerif they think you will
reject it based on location.
18. Whatis themostdifficult experience youhavehad at work?Why?How did

youapproachtheproblem?Howwouldyouhavedonethings differently?
Illustrate your ability to handle tough situations with a level head, a logical
process, and thorough handling. The interviewer wants to know that you can
handle responsibility and lead a team.

What to Expect
19. If there werenosuchbusinessashedgefunds/privateequity, whatwouldyou

do?
You can show how you desire a job that shares some qualities with HF/PE as well
as a more interesting, unexpected side ofyourself.
20. Whatis youroutlookontheeconomy?

Keep up to date on the news and have an opinion on how current events will
shape future ones. You should understand the new president’s stimulus plans
and how they will affect various sectors, current portfolio companies and future
investments. If opining on the United States, know where the Fed Funds rate is
and if it is expected to change. The Fed Funds rate is the main tool that the
Federal Reserve uses to regulate the supply of money and, thus, affect the
overall U.S. macroeconomy (but be familiar with its other strategies!). A
reduction in the interest rate promotes bank lending and an increased supply of
money into the economy.
21. Fromwhattransactiondidyoulearnthemost?
Your current job should be great preparation for this next job. Ideally, you have
learned what makes a great investment and developed the skill set that makes a
valuable employee.

Work/DealExperience
SWITCH PERSPECTIVES
The crux oftheinterview

Your work/deal experience will be the pivotal focus of the interview. Your resume
should list at least two major deals or projects in which you had a significant amount
of responsibility. Whatever you list on your resume is fair game, so know your deals
inside and out.
Ideally, you show that you play a role that is above your title. You fullyunderstand the
big picture as well as the nuts and bolts of the deal. Finally, you need to prove that
you understand what makes a great investment and identify the major points ofrisk.
You may list transactions that are not yet public knowledge. Do not include the
parties’ names or details that would give them away.
Buy-side vs. sell-side

Put yourself in their buy-side shoes. Your interviewers look at every company as an
investment. Look at all your work experiences as potential investments. A sell-side
person extols all the general strategic merits of a potential acquisition. A buy-side
person looks for all the holes. What is the true story behind a company? Which
numbers do you believe and which do you discount? Do you trust management?
How did the financing structure maximize value? Research reports and news articles
provide excellent commentary to study.
For HFs, focus on public companies and discuss how transactions would affect their
stock price. Also highlight IPOs and think about potential performance. Be sure to
understand the historical market at the time of the deal as well as the current market
and your opinion on the future market.
For PE firms, focus on mergers and acquisitions and the relationship between the
price paid versus your opinion of the value of the company. If the acquirer is public,
how did its stock price react and why? Understand the financing structure and know
deal multiples.
Tell astory
Either the interviewer will point to a project based on your experience and tell you to
elaborate or he will ask you to choose one yourself. Prepare good introductions that
establish the parties, transaction value, capital structure and strategic rationale for
each one. As you grow comfortable with interviewing, you should learn how to
structure your stories so that they hook your interviewer. That can produce a
predictable line ofquestioning you can anticipate. For instance, ifyou say the
15
Work/Deal Experience
company is to expect significant growth in revenue, prepare for follow-up questions

like what the exact growth rate is, how long this growth is expected for, how it will
react to a downturn in the market, is the growth due to increased market share,
organic, or overall industry, etc.
If the deal is about a specific company, be sure you understand its competitors and
the overall industry outlook. Or, if your work experience is more industry-focused,
know specific company names you would suggest as an investment and why.
Again, if you can anticipate the kinds of questions they will ask, you can prepare for
them. Questions are always geared to understanding the investment rationale and
pitfalls. A candidate who can pinpoint and articulate the heart of a deal will be an
indication ofa good investor.
SAMPLE QUESTIONS
Both the PE and HF questions will center around whether it was a good investment
in various disguises like strategic rationale and projected performance. Some of the
following structure-oriented questions are more relevant to a merger and acquisition
(“M&A”) transaction and PE interview.
1. Whatwasthestrategicrationale?
Be able to list at least three to five points of the merits of the deal. Have the
answer flow in a way that creates a story so you don’t sound like a monkey who
can only memorize a confidential information memorandum (“CIM”). Be
prepared to have concrete evidence that backs up each point, such as projected
growth rates, gross margin percentages, etc.
2. Discuss theindustryoutlookandtrends.
Know historical, current and projected themes of the industry. Understand the
competitors and where they trade in relation to the target company. Recognize
how the target company should outperform, underperform, or be neutral with its
industry. You might also be asked to opine on industries outside of your work
experience. The interview is probably reviewing the industry or company himself
and wants to bounce ideas off you. Unfair if you have no experience in the
industry, but handle it gracefully.
3. Whatwerethecomps?Howdidyouchoosethem?Whatweretheytradingat?
It’s a routine rookie mistake to not think about this question when you study for
your interview since you’re so focused on the target company. You choose
comps based on how similar they are to your target company. The similarities
are a combination ofindustry, geography, cash flow characteristics and capital

structure. Key ratios are price to earnings (“P/E”), enterprise value to EBITDA
(“EV/EBITDA”), debt to equity (“D/E”), debt to capitalization (“D/cap”). Don’t
forget important industry multiples like enterprise value/sales (“EV/sales”) for
non-profitable companies.
4. Howdid youvalueit?
There are three main methods ofmarket valuation. There is the discounted cash
flow (“DCF”) methodology, trading comparable company multiples (“trading
comps”), and comparable transactions multiples (“acquisition comps”). For PE,
a fourth technique is the LBO valuation, which is a subset of the DCF. You
should know how the company was valued by each methodology. At the end of
the day, the DCF shows the intrinsic value of a company, but trading and
acquisition comps provide the general boundaries of how the market will
perceive the investment.
5. Wasit agooddeal?Why?
Have a fantastically thoughtful answer to this. Prepare evidence to back up your
theory, i.e., the answers to the other questions in this chapter.
6. Howdid theinvestment/dealperform?
If you are an investment banker or consultant, remember to refresh your memory
on what happened after you finished your work. Especially if the investment is
public, check how its stock performed and whether research reports opine on
the deal. Sell-side people usually only focus on getting the deal done and then
work on getting the next deal versus evaluating the aftermath. Buy-side people
are actually tied to performance and thus monitor investments closely until exit.
For people who are already traders in the HF/PE industry, or in other buy-side
positions, you need talk about your investment track record; what was the entry
and exit price, giving what percentage return over what duration of the
investment?
7. Whatwerethesourcesandusesof funds(“S&U”)?
This refers to an M&A transaction, and the sources are the financing, like debt,
equity, proceeds from targets’ options, and cash. Each deal uses a different mix;
be able to explain why this particular mix was used forthe deal. Know the names
of the different tranches of financing instruments used (such as senior versus
mezzanine debt) and the cost (interest rate for debt, exchange ratio for stock) of
each. The uses include the price of the asset or equity, transaction costs,
purchase of the target’s options, and debt paid off or refinanced. You can apply
S&U to a equity or debt offering by discussing the structure and covenants ofthe

financial instrument and the intended purpose of the funds (general corporate
purposes, pay down debt,acquisitions, organic growth, etc.).
8. Whatwerethecreditstats?
For M&A, this is the S&U in multiple form; for an existing company, this is its
current capital structure in multiple form. The relevant numbers are debt,
earnings before interest, depreciation and amortization (“EBITDA”), capital
expenditures (“capex”), interest, and funds from operations (“FFO”). They can
be combined to form various credit statistics such as total debt/EBITDA, senior
debt/EBITDA, EBITDA/interest, (EBITDA – Capex)/interest, FFO/total debt, (FFO
+ interest)/interest. Especially relevant for PE, this is a measure of how a
company can support debt. E BITDA is a proxy for cash flow to debt and equity
holders, where debt holders are first in line. Unlike equity,paying debt holders is
mandatory, so if interest cannot be paid, then the company is in danger of
bankruptcy. Therefore, debt/EBITDA of 6.0x means it would take the company
about six years to pay off the debt if EBITDA stayed constant. The higher the
metrics of amounts owed/cash flow like debt/EBITDA, the higher leverage and
riskier capital structure. Reversely, cash flow/amounts owed metrics like
EBITDA/interest are better when they are higher and cannot dip below 1.0x.
Note that capex is not an income statement expense but is an outgoing cash
flow, so (EBI TDA – Capex)/interest is a relevant metric. EBITDA/interest is
usually considered to be minimally safe at 2.0x. PE firms will hound you for this
kind of data.
9. Whatweretheacquisitionmultiples?
This refers to price paid/cash flows, giving a benchmark to the value of the
transaction. The numerator can be enterprise value or just equity value.
10. Whatweretheprojected returns?

You are usually talking about the internal rate of return (“IRR”), which is the
relationship of cash flows received versus the initial investment over a period of
time. I RR can be unlevered or levered. Unlevered return is to debt and equity
holders and does not incorporate capital structure effects. Levered return is only
to the equity holders and should be higher than the unlevered return because of
the tax shield ofdebt.
11. Whatwasthepremium?
If this is a public company that was bought, then this refers to the relationship
between the price paid per share versus the market price paid per share at the
time of the offer. The offer price in order to induce shareholders to sell their
shares. Sometimes theycall this a change ofcontrol premium. Premiums are

usually around 10 to 30 percent, but can be lower or higher. You should be

prepared to discuss whether this premium is justified; if you think the price paid
is more than the intrinsic value of the firm, obviously you believe the premium
was expensive.
12. Wouldanotherfinancial orstrategicbuyerhavepaidmore?

If the acquisition is a private sale, you can probably mention players that are
more aggressive which may have paid more. Even in a public auction, the seller
may go to a buyer with a lower price but a higher certainty of having the
transaction complete successfully. If so, understand why a buyer would have
paid a higher price. Do they have a lower required return or do they believe they
can produce higher cash flows based on operational or financing engineering?
Note that the general theory holds that strategic buyers (corporations) can afford
to pay more because they may extract additional operational synergies.
However, financial players (PE) may be more aggressive in leverage, which can
boost returns. The typical acquisition strategies differs between the two types in
that a strategic buyer wants to “buy and hold” and the financial buyer wants to
“buy low and exit high.”
13. Whywasit anauction/limitedauction/privatesale/etc.?

Sellers will generally prefer an auction, as it is good to have bidders compete
against one another. Buye rs prefer a limited auction or private sale because less
competition can mean a lower price. The upside to sellers for limited auctions
and private sales is that a serious bidder may feel more comfortable with this
process and increase certainty.
14. Walkmethroughthe model.

A model in Excel is built to calculate the various components of the deal: return,
financing structure, projected cash flows, statistics, operating scenarios, etc.

Particularly, you should be able to walk through the line items before cash flow.
Also, know how the cash flows change post transaction which can include
financing structure effects, accounting changes that impact cash taxes, etc. The
objective of a model is to calculate cash flows and returns; walking through the
model indicates you understand the work that got you to the answer.
15. Talk aboutthree tofive positive aspectsof thedeal. Talkaboutthreeto five

negative aspectsofthedeal.
Mostly focus on the strategic merits versus risks ofthe deal but you can mention
the personal side like a good team, learning experience, or client exposure if
you’d like.

16. Whatwasyourrole in thisdeal?

Ideally, you are a candidate that goes above and beyond your title.If you are an
investment banking analyst, hopefully you can talk about your creation of the
model. As a vice president,give good examples as to how you managed the day-
to-day details while summarizing the big picture to your superiors.
17. Whatarethe drivers ofgrowth?

Growth can be operationally organic (from inside), acquisition based or financial
(recapitalizing). Think about a pharmaceutical company. It relies on various
drugs to be sold to consumers. The bulk of cash flows result when a patent is
obtained and the drug is popular. Prices are higher at this time because the
pharma company has a monopoly on this drug. However, patents expire, so in
order to maintain growth, new drugs and patents must be developed. This can
be accomplished by internal research and development, or through buying
another company that has promising drugs or patents. Understanding the drug
pipeline illustrates the level of growth. For instance, sale of drugs for the elderly
should increase in volume due to the aging baby boomers.
18. What were the margins? What is the growthrate of revenue?What is the
growthrateofEBITDA?Whatis thegrowthrateofnetincome?Whatis their
marketshare?Whois thecustomerbase?Whoarethesuppliers?
Interviewers can ask many more of these questions. You must fully grasp the
business model ofthe company. Study the historical and projected financials.
19. Whatarethe fixedversusvariable costs?Howmuchmaintenanceversus

growthcapexarethere?
These questions are asked to test the resilience of the company to downturns.
Fixed costs and maintenance capex must be paid, regardless of the current
profit. Variable costs are only paid if a new product is made, and growth capex
can be canceled. High fixed costs and maintenance costs create riskier
operating incomes.
20. Whatothercompanies could theacquirer havebought?

Basically, even if this was a good investment, was there a better investment out
there? A good investor is a discerning, selective one. HFs and PEs have a
limited amount of money to spend and want to maximize return. Describe the
qualities that would have increased growth or decreased risk at these other
companies.

Deal/InvestmentNotes
Studyyour workexperiencebycreating worksheetsfor each dealorinvestmentyoulisted on
yourresume. Tailor asneeded.
Name/Date
CompanyName(s)
SituationOverview/History
Myresponsibilities
1) InvestmentThesis
2)Model drivers
a) Revenuedrivers
- Volumes
- Price perunit
b) Revenue#s,%growth
- Historical
- Projected
c) Cost drivers
- Rawmaterials
- Other
d) Gross Profit#s,%margin
- Historical
- Projected
e) EBITDA#s,%margin
- Historical
- Projected
f) FreeCash Flow#s
- EBITDA
- Capex
- ChangeinNWC
- Cashinterest
- Other

3)Factorsaffectingcompanyvalue
a) Competitive landscape/Company advantages
- Growthandprofitabilityvs.peers
- Industry-specificdata(subscribers,etc.)
b)Sectoroutlook
c) Specific#s:
- EV
- EV/EBITDA
- EV/EBITDA(comps)
- EV/Industry-specific fundamental data
4) Capitalstructure
a) Pre-transaction/Post-transaction
b) WhereIwouldinvest/why
c) Intercreditor issues
d) Negotiating position(strengths andweaknesses) ofvariouscreditorconstituencies
5) Equity ownership situation

a) Pre-transaction/Post-transaction
6) Situation-specific nuances(legal,etc.)
7) Situationoutcome(priceperformance,etc.)

Accounting
SOLID FOUND ATION

Since you will be continuously tracking the financial statements of companies, an
obvious foundation of accounting is mandatory. You should be comfortable with
reading and dissecting financial statements, etc. For practice, browse through public
annual statements (10-Ks), which you can find on www.sec.gov or other sites. It is
definitely helpful to browse through various companies in the same industry to note
common characteristics and line items.
Basically, accounting serves as a set of procedures for companies to report profits.

The balance sheet (“BS”), income statement (“IS”), and statement of cash flows
(“CFS”) are the top three statements. The B S is a snapshot in time of the company’s
assets, liabilities and equity. The IS and CFS represent time periods (usually a year
or quarter) of business. The IS seeks to match incurred revenues with incurred
expenses. The CFS shows the actual inflow and outflow of cash.
You may read the Vault Guide to Finance Interviews for a review of basic concepts.
Cash, cash,cash
When Nike builds a sneaker manufacturing plant for $100 million, it records this as
capital expenditures on the CFS. This plant will produce sneakers that will be sold
for revenue, but it will produce sneakers formultiple years, so you would not expense
the entire $100 million in one year. Instead, to match revenue to expenses on the IS,
you would depreciate it. So you assume a lifespan of the plant (let’s say 10 years)
and given the method of straight-line deprecation, you would record $100 million/10
years=$10 million of depreciation expense on the IS after the first year. Note that on
the B S, you would have an asset of $90 million under plant, property and equipment
(“PP&E”) which is $100 million but $10 million is “used up” or depreciated.
However, depreciation and amortization (“D&A”) is made up. It does not represent
real cash. While a company can have great profits, not all of it is cash. At the end of
the day, only cash is worth anything. If something does not produce or turn into
cash, it is useless. If the sneaker plant burns down tomorrow, then Nike will not see
future revenue until it builds a new one in its place. Thus, when HF and PE people
review accounting statements, they are most concerned with what is actually
valuable. For example, D&A is non-cash; the money has already been spent via
capex. Items on the statements issued to shareholders are referred to as “book”; in
the U.S., these procedures are regulated by GAAP. In contrast, a different set of
statements will be sent to the I RS to calculate the amount of taxes charged.
Differences between book and tax line items can cause temporary or permanent cash
differences. Another example of misrepresentation of market value to book value is
land. On the balance sheet, land is recorded at its price paid or historical value. It is
never depreciated because land has an infinite useful life. Conditions in the
geographic area can cause the land to wildlyfluctuate in value. A New York office
23
Accounting
building bought in the 1950s is of significantly higher value today. If the company is
bought, this will be taken into account and assets will be “written up” to records its
current market value.
HF accounting questions will be geared towards analyzing the financial statements

for clues to future profitability. PE will be heavily weighted towards the accounting of
mergers and acquisitions.
SAMPLE QUESTIONS
1. Youmisstateddepreciation in yourmodel. Itshouldbe$10 million higher.

Howdoesthis affect thethreefinancialstatements?
Beginning with the IS, depreciation expense is now $10 million higher.
Assuming a 40 percent tax rate, net income is $6 million lower. Depreciation is
non-cash and you inherit a tax benefit; on the CFS, you add back the $10
million, which results in a $4 million (-$6 million net income + $10 million
depreciation expense) increase in cash. This cash increase of $4 million flows
into the B S under the assets, on the left side. Also, PP&E decreases by the
depreciation of$10 million, so total assets went down by $6 million. To balance,
the $6 million decrease in net income impacts your shareholders equity on the
right side.
2. Yousold anassetwhereyoureceived$500million in cash. Howdoesthis

affect yourthreefinancialstatements?
The key to this question is inquiring about the book value ofthe asset when sold.
Ask the interviewer for this. For instance, if it is $400 million, then a $100 gain
on sale of asset is recorded. Assuming a 40 percent tax rate, net income
increases by $60 million. On the CFS, remember that assets are recorded at
book value when sold. Therefore, you have a $400 million “sale of asset” under
cash from investing activities. Your net cash flow is $460 million. On the BS,
cash increases by $460 million and PP&E decreases by $400 million. The $60
million increase on the left side of the B S is offsest by the $60 million increase
in shareholder’s equity on the right side.
3. List theline itemsin thecash flowstatement.

The CFS is broken up into three sections: cash flow from operating activities,
cash flow from investing activities and cash flow from financing activities.
In cash flow from operating, the key items are net income, depreciation and
amortization, equity in earnings, non-cash stock compensation, deferred taxes,
changes in working capital and changes in other assets and liabilities.

Accounting
In cash flow from investing, the key items are capital expenditures and asset
sales.
In cash flow from financing, the key items are debt raised and paid down, equity
raised, share repurchases and dividends.
4. Ifyoumergetwocompanies, whatdoesthepro-forma income statementlook

like? Discuss whether youcan just add each line item for the pro- forma
company.Pleasestartfromthetop.
Revenues and operational expenses can be added together, plus any synergies.
Fixed costs tend to have more potential synergies than variable costs. Selling,
general and administrative (“SG&A”) expense is another source of synergy, as
you only need one management to lead the two merged companies. D&A will
increase more than the sum due to financing fees and assets being written up.
This brings you to operating income. Any changes in cash will affect your
interest income. Interest expense will change based on the new capital
structure. New or refinanced debt will change pro-forma interest expense. For
rolled over debt,since your cash flows will change, your debt paydown may alter,
which also affects interest. Based on all the changes previously, this will
obviously cause taxes to differ so you cannot just add the two old tax amounts.
Also, if any NOLs are gained, those may offset the new combined taxable
income. To summarize, nothing can be simply added together. If you have done
EPS accretion/dilution analysis, you can mentally work your way through that to
formulate your answer.
5. If youcould have only one of the three main financial statements, which
wouldit be?
The IS is definitely inappropriate to pick. Income statements are full of non-cash
items, which work fine for theoretical purposes, like matching revenue to
expenses in appropriate time periods, but if none of it could be liquidated then

company is worth nothing. Most pick CFS, because cash is king in determining
a company’s health. One interviewer selected B S because you can back out the
main components ofthe cash flow statement (capex via PP&E and depreciation,
net income via retained earnings, etc.). The B S is also helpful in distressed
situations to determine the company’s liquidation value.

Accounting
6. Apencosts$10 dollarstobuy.Ithasa life of tenyears.Howwouldyouput it

onthebalancesheet?
On the left side, $10 as an asset. Assuming a straight-line depreciation for book
and no salvage value at the end ofits useful life, it would be worth $9 at the end
of the first year,$8 the second year,and so on. Net income will be lowered every
year by the tax-affected depreciation, so shareholders’ equity will be reduced by
60 cents, assuming a 40 percent tax rate.
At theendof thesecondyear,youdiscoverthepenis ararecollector’sitem. How

muchis it onthebalancesheet?
Still $8. You continue to depreciate it. Assets are recorded at historical values.
Some traded financial instruments qualify for “mark to market accounting,” so
those assets are valued at market, but this accounting practice has been
severely criticized in recent times.
Inanotherscenario, at theendof thesecondyear,thepenrunsout of ink andyou

have tothrowit away.Howmuchis it onthebalancesheet?
Since the pen is worthless, you’ll need to write down the value ofthis equipment
to $0. Due to the write down, net income declines by $4.8 based on a 40
percent tax rate, which flows to shareholders’ equity. The $8 write-down is non-
cash; on the CFS, it is added to the $4.8 decline in net income, resulting in a net
cash flow of $3.2. Combined with the write-down of $8 for PP&E, net change in
assets is a decrease of $4.8, which balances the $4.8 decrease in shareholder’s
equity.
7. Whatis thelink betweenthebalance sheetandincomestatement?

The main link between the two is profits from the IS are added to the B S as
retained earnings. Next, the interest expense on the IS is charged on the debt
that is recorded on the BS. D&A is a capitalized expense from the IS that will
reduce the PP&E on the asset side ofthe BS.
8. If acompanyhasseasonal workingcapital, is that adealkiller?

Working capital (“WC”) is current assets less current liabilities. Seasonal
working capital applies to firms whose business is tied to certain time periods.
When current assets are higher than current liabilities, this means more cash is
being tied up instead of being borrowed. For instance, UGG mostly
manufactures snow boots. In the winter, demand is higher, so the firm must
build up inventories to meet this demand at this time, increasing current assets.
Since more cash is tied up, this can increase the liquidity risk. If UGGs suddenly
go out offashion, then the company is stuck holding the inventory. Also, if

Accounting
people frequently pay with credit for the company’s products, the amount is
listed as accounts receivable (“AR”), which represents future profits but is non-
cash. Therefore, if the company cannot collect this owed cash in time to pay its
creditors, it runs of the risk of bankruptcy. This is an issue to note and watch,
but it is not a deal killer if you have an adequate revolver and can predict the
seasonal WC requirements with some clarity. In general, any recurring event is
fine as long as it continues to perform as planned. The one-time massive
surprise event is what can kill an investment.
9. If acompanyissuesaPIKsecurity, whatimpact will it haveonthethree

statements?
PIK stands for “paid in kind,” another important non-cash item that refers to
interest or dividends paid by issuing more of the security instead of cash. This
can mean compounding profits for the lenders and flexibility for the borrower.
For instance, a mezzanine bond of $100 million and 10 percent PIK interest will
be added to the B S as $100 million as debt on the right side, and cash on the
left side. On the CFS, cash flow from financing will list an increase of $100
million as debt raised.
When the PIK is triggered and all else is equal, interest on the IS will be
increased by $10 million, which will reduce net income by $6 million (assuming
a 40 percent tax rate). This carries over onto the CFS where net income
decreases by $6 million and the $10 million ofPIK interest is added back (since
it is non-cash), resulting in a net cash flow of $4 million. On the BS, cash
increases by $4 million, debt increases by $10 million (the PIK interest accretes
on the balance sheet as debt) and shareholders equity decreases by $6 million.
10. If Iincrease ARby$10mm, whateffect doesthat haveoncash?Explain

whatAR isin laymanterms.
There is no immediate effect on cash. AR is account receivable, which means

the company received an IOU from customers. They should pay for the product
or service at a laterpoint in time.There will be an increase in cash of$10 million
when the company collects on the account receivable.
11. Give examplesof wayscompaniescanmanipulateearnings.

1) Switching from LIFO to FIFO or vice versa. In a rising cost environment,
switching to LIFO from FIFO will show lower earnings, higher costs and lower
taxes.
2) Switching from fair value to cash flow hedges. Changes in fair value hedges
are in earnings, changes in cash flow hedges are in other comprehensive
income. Having negative fair value hedges and then shifting them to cash
flow hedges will increase earnings.

Accounting
3) Taking write-downs to inventory will decrease earnings.

4) Changing depreciation methods.
5) Having a more aggressive revenue recognition policy. Accounts receivable
will increase rapidly because they’re extending easier credit.
6) Capitalizing interest that shouldn’t be capitalized, so you decrease interest
expense on the income statement.
7) Manipulating pre-tax or after-tax gains.
8) Mark-to-market/Mark-to-model.
12. Isgoodwill depreciated?

Not anymore. Accounting rules now state that goodwill must be tested once per
year for impairment. Otherwise, it remains on the B S at its historical value. Note
that goodwill is an intangible asset that is created in an acquisition, which
represents the value between price paid and value ofthe company acquired.
13. Whatis astockpurchaseandwhatis anassetpurchase?

A stock purchase refers to the purchase of an entire co mpany so that all the
outstanding stock is transferred to the buyer. Effectively, the buyer takes the
seller’s place as the owner of the business and will assume all assets and
liabilities. In an asset deal, the seller retains ownership of the stock while the
buyer uses a new or different entity to assume ownership over specified assets.
Which structuredoesthesellerpreferandwhy?Whataboutthebuyer?
A stock deal generally favors the seller because of the tax advantage. An asset
deal for a C corporation causes the seller to be double-taxed; once at the
corporate level when the assets are sold, and again at the individual level when
proceeds are distributed to the shareholders/owners. In contrast, a stock deal
avoids the second tax because proceeds transfer directly to the seller. In non-C
corporations like LLCs and partnerships, a stock purchase can help the seller
pay transaction taxes at a lower capital gains rate (there is a capital gains and
ordinary income tax difference at the individual level, but not at a corporate
level). Furthermore, since a stock purchase transfers the entire entity, it allows
the seller to completely extract itself from the business.
A buyer prefers an asset deal for similar reasons. First, it can pick and choose
which assets and liabilities to assume. This also decreases the amount of due
diligence needed. Second, the buyer can write up the value of the assets
purchased—known as a “step-up” in basis to fair market value over the
historical carrying cost, which can create an additional depreciation write-off,
becoming a tax benefit.

Accounting
Please note there are other, lesser-known legal advantages and disadvantages to
both transaction structures.
14. Whatis a10-K?

It’s a report similar to the annual report, except that it contains more detailed
information about the company’s business, finances, and management. It also
includes the bylaws of the company, other legal documents and information
about any lawsuits in which the company is involved. All publicly traded
companies are required to file a 10-K report each year to the SEC.
15. Whatis Sarbanes-Oxleyandwhataretheimplications?

Sarbanes-Oxley was a bill passed by Congress in 2002 in response to a number
of accounting scandals. To reduce the likelihood ofaccounting scandals, the law
established new or enhanced standards for publicly held companies. Those in
favor ofthis law believe it will restore investor confidence by increasing corporate
accounting controls. Those opposed to this law believe it will hinder
organizations that do not have a surplus of funds to spend on adhering to the
new accounting policies.

Finance
Hopefully the fundamentals of finance are not new to you and you can skip to the
sample questions to practice.
HF will focus on free cash flow and the time value of money finance questions. PE
will ask many M&A-oriented questions. Both will overlap, so the finance questions
are combined in one chapter forboth audiences to read.
If you need to review basic finance concepts, pick up the Vault Guide to Finance
Interviews. The following sample questions represent a higher level of difficulty, but
many of the questions in the Vault Guide to Finance Interviews may be asked in your
HF or PE interviews.
SAMPLE QUESTIONS
1. Howdoyoucalculate free cash flowtothefirm?Toequity?

To the firm (unlevered free cash flow): EBI TDA less taxes less capital
expenditures less increase in net working capital. To equity (levered free cash
flow): Same as firm FCF and then less interest and any required debt
amortization.
2. Whatarethe four basic waystovalue a company?

Market comparisons/trading comps/comparable companies: Metrics, such as
multiples of revenue, earnings and EBITDA like P/E and EV/EBITDA can be
compared among companies operating in the same sector with similar business
risks. Usually a discount of 10 percent to 40 percent is applied to private
companies due to the lack ofliquidity oftheir shares.
Precedents/acquisition comps: At what metrics (same as above) were similar

companies acquired?
Discounted cash flow (“DCF”): Based on the concept that value of the company
equals the cash flows the company can produce in the future. An appropriate
discount rate is used to calculate a net present value ofprojected cash flows.
Leveraged Buyout (“LBO”): Assuming an IRR (usually 20 percent to 30 percent),

what would a financial buyer be willing to pay? Usually provides a floor valuation.
3. Of thevaluationmethodologies,which onesarelikely toresult in higher/lower

value?
Precedents usually yield higher valuations than trading comps because a buyer
must pay shareholders more than the current trading price to acquire a
company. This is referred to as the control premium (use 20 percent as a
31
Finance
benchmark).If the buyer believes it can achieve synergies with the merger,then
the buyer may pay more. This is known as the synergy premium.
Between LBOs and DCFs, the DCF should have a higher value because the
required I RR (cost ofequity) ofan LBO should be higher than the public markets
cost of equity in WACC for the DCF. The DCF should be discounted at a lower
rate and yield a higher value than an LBO.
When debating whether precedents or DCFs yield higher values, you should note
that DCFs are a control methodology, meaning you select the assumptions that
determine the value. Some interviewers have mentioned that you get projections
from management, which tends to be optimistic and can often make the DCF
the highest value. Regardless, all interviewers are looking for you to say that the
DCF and precedents yield higher valuations than the other two methodologies for
the reasons listed above.
4. Whatdoyouthink isthebest methodofvaluation?

Depends on the situation. Ideally, you’d like to triangulate all three main
methods: precedents, trading comps and DCF. However, sometimes there are
good reasons to heavily weight one over the others. A company could be
fundamentally different from its peers, with a much higher/lower growth rate or
risk and projections forfuture cash flows is very reasonable,which makes a good
case to focus on the DCF. Or you may prefer trading comps over precedents
because there are few precedents available or the market has fundamentally
changed since the time those precedents occurred (i.e., 2006 was an expensive
year due to the availability of leverage).
5. Whatis aWACC?
The “WACC,” weighted average cost ofcapital, is the discount rate used in a DCF
analysis to determine the present value of the projected free cash flows and
terminal value. Conceptually, the WACC represents the blended opportunity cost
to lenders and investors of a company. The WACC reflects the cost of each type
of capital: debt and equity, weighted by the respective percentage of each type
of capital assumed for the company’s capital structure. Specifically the WACC is
defined as:
WACC = [(% Equity) * (Cost ofEquity)] + [(% Debt) * (Cost ofDebt)(1-tax rate)]
6. Namefive reasonswhyacompanywouldwanttoacquire anothercompany.

1)The target co mpany is seen as undervalued, 2) synergies can be obtained
with the merger of the two companies, 3) a larger company is more industry-
defensible (more resilient to downturns or more formidable competitor), 4)
provides growth (versus organic growth, which may have slowed or stalled) and

Finance
5) can be a use for excess cash.
7. Wouldyoumakeanoffertobuyacompanyat its current stockprice?

No, you would not offer to buy a company at its current stock price because the
current shareholders require a premium to be convinced to tender their shares.
Premiums usually range from 10 percent to 30 percent.
8. If acompanyacquiresanothercompanywithahigherP/Ein anall stock deal,

will thedeal likely beaccretive ordilutive?
All things being equal, if the acquirer’s P/E is lowerthan the target, then the deal
will be dilutive to the acquirer’s earnings per share (“EPS”). This is because the
acquirer has to pay more for each dollar of earnings than the market values for
its own earnings; the acquirer will have to issue proportionally more shares in the
transaction. Ignoring synergies, you can see mechanically that the pro-forma
earnings, acquirer’s plus target’s earnings (the numerator in EPS), will increase
less than the pro-forma share count (the denominator), causing EPS to decline.
9. Walkmethroughanaccretion/dilutionanalysis.
An accretion/dilution analysis (sometimes also referred to as a quick-and-dirty
merger analysis) analyzes the impact of an acquisition on the acquirer’s EPS.
Essentially, it is comparing the pro-forma EPS (the “new” EP S assuming the
acquisition occurs) against the acquirer’s stand-alone EPS (the “old” EPS of the
status quo). To perform an accretion/dilution analysis, you need to project the
combined company’s net income (pro-forma net income) and the combined
company’s new share count. The pro-forma net income will be the sum of the
acquirer’s and target’s projected net income plus/minus certain transaction
adjustments. Such pro-forma net income adjustments include synergies
(positive or negative), increased interest expense (if debt is used to finance the
purchase), decreased interest income (if cash is used to finance the purchase)
and any new intangible asset amortization resulting from the transaction. The
pro-forma share count reflects the acquirer’s share count plus the number of
shares to be issued to finance the purchase (in a stock deal). Note that in an
all-cash deal, the share count will not change. Dividing pro-forma net income by
pro-forma shares gives us pro-forma EPS, which you can then compare to the
acquirer’s original EPS to see if the transaction results in an increase to EPS
(accretion) or a decrease in EPS (dilution). Usually, this analysis looks at the EP S
impact over the next two years.
10. WhydoP/EandEBITDAmultiplesyielddifferent valuationresults?

EBITDA multiples represent the value to all stakeholders (debt and equity) while
P/E ratios only represent the value to equity holders. EBITDA multiples are often

Finance
times used to value firms that have negative income (but have positive EBITDA).
EBITDA multiples do not factor in the effect of interest and therefore allow for
comparability across firms regardless of their capital structure. Note this is why
you will never see EV/earnings or Price/EBITDA ratios; the numerator and
denominator must correspond to the same set ofstakeholders.
11. CompanyAhasassetsof $100 millionversusCompanyB whichhas$10

million. Bothhavethesamedollarearnings. Whichcompanyis better?
Company B has a higher return on assets (“ROA”) given that both company had
the same earnings but Company B was able to generate it with fewer assets and
is, thus, more efficient. Something to think more about is if Company A was
entirely debt financed whereas Company B was entirely equity financed. From
a return on equity or investment (“ROE” & “ROI”) perspective, Company A might
be a better company but it would be riskier from a bankruptcy perspective so the
“better” co mpany would be less black and white in this situation. The
interviewer is probably looking for the simple answer, though; that Company B is
better because it is more efficient with its assets.
12. Whatis thetreasury method?Walkthroughcalculation.

The treasury stock method assumes that acquirers will use option proceeds to
buy back exercised options at the offered share price. New shares = common
shares + in the money options – (options x strike/offered price).
13. A product’slife cycle is nowmature.Whathappenstothenet working

capital?
The net working capital needs should decrease as the business matures, which
increases cash flows. As the business develops, it becomes more efficient;
investment requirements are lower.
14. Whyis bankdebt maturityshorterthansubordinateddebtmaturity?

Bank debt will usually be cheaper (lower interest rate) because of its seniority.
This is because it’s less risky, since its needs to be paid back before debt
tranches below it. To make it less risky to the lenders, a shorter maturity helps,
usually less than 10 years. Secondly, bank deposits tend to have shorter
maturities, so this aligns the cash flows of the bank business. You’ll often see
bank debt as the line item“Term Loan A” or “Term Loan B.”
15. Whatis LIBOR? Howis it oftenused?

The London Interbank Offered Rate tracks the daily interest rates at which banks
borrow unsecured funds from banks in the London wholesale money market,

Finance
and is roughly comparable to the Fed Funds rate. LIBO R is used as a reference
rate for several financial instruments, such as interest rate swaps or forward rate
agreements, and they provide the basis for some of the world’s most liquid and
active interest rate markets.
16. Whatis aPIK?

As previously noted in the accounting chapter, PIK stands for “paid in kind,”
another important non-cash item, which refers to interest or dividends is paid by
issuing more of the security instead of cash. It can be “toggled on” at a
particular time, often times at the option ofthe issuer. It became popular with PE
firms, who could pay more aggressive prices by assuming more debt. Flipping
on PIK may be an indicator that the company is nearing default on interest
payments due to lack of cash because of a deteriorating business. It is a
dangerous crutch for companies; PIK can dramatically increase the debt
burden on the company at a time when it is already showing signs of difficulty
with the existing levels.
17. Whatis aPIPE?

With the cost of credit rising, private investments in public equity, (“PIPEs”),
have become more popular. This is an alternative way for companies to raise
capital; PIPEs are made by qualified investors (HF, PE, mutual funds, etc.) who
purchase stock in a company at a discount to the current market value. The
financing structure became prevalent due to the relative cheapness and
efficiency in time versus a traditional secondary offering. There are less
regulatory requirements as there is no need for an expensive roadshow. The
most visible PIPE transaction of 2008: Bank of America’s $2 billion investment
in convertible preferreds ofmortgage lender Countrywide Financial.
18. If youput $100in thebankandgotback $2everyyearforthenext19 years

andthenin the 20th year,received $102, whatis yourIRR?
2 percent. The duration ofthe investment does not matter.
19. Whatis acoverageratio?Whatis aleverageratio?

Coverage ratios are used to determine how much cash a company has to payits
existing interest payments. This formula usually comes in the form of
EBITDA/interest.Leverage ratios are used to determine the leverage of a firm, or
the relation of its debt to its cash flow generation. There are many forms of this
ratio. A standard leverage ratio would be debt/EBITDA or net debt/EBITDA.
Debt/equity is another form ofa leverage ratio; it measures the relation ofdebt to
equity that a company is using to finance its operations.

Finance
20. Howdoyouthink aboutthecredit metric:(EBITDA–Capex)/interest

expense?
How many times a company can cover its interest burden while still being able
to reinvest into the company.
21. Youhaveacompanywith$100 million in sales. Whichmakesthebiggest

impact? A) Volume increases by 20 percent B) price increases by 20
percentC)expensesdecreaseby$15million.
The answer is B) price by 20 percent. Think about how EBITDA is affected by
all three scenarios. It’s not C because EBITDA will only increase by $15 million.
Volume will increase the revenue to $120 million but variable costs will increase
proportionally. By increasing price, you will capture the entire $20 million
impact.
22. If acompany'srevenue growsby10 percent, wouldits EBITDAgrowby more

than, less thanorthesamepercent?
Unless there are no fixed costs, EBITDA will grow more. This is because fixed
costs will stay the same, so total costs will not increase as much as revenue.
Note this is similar to the previous question, but now looking at it in terms of
percentage.
23. Whyshouldthefair marketvalueof a company be thehigher of its

liquidationvalueandits going-concern value?
Liquidation value is the amount of money that a firm could quickly be sold for
immediately, usually at a discount. The fair market value, the rightful value at
which the assets should be sold, is higher. Basically a liquidation value implies
the buyer of the assets has more negotiating power than the seller, while fair
market value assumes a meeting of the minds. The going-concern value is the
firm’s value as an operating business to a potential buyer,so the excess of going-
concern value over liquidation value is booked as goodwill in acquisition
accounting. If positive goodwill exists, i.e., the company has intangible benefits
that allow it to earn better profits than another company with the same assets;
the going-concern value should be higher than the fair market value.

Finance
24. Howwill adecreasein financial leverageaffect acompany’scost ofequity

capital, ifatall?
A decrease in financial leverage lowers the beta which lowers the cost of equity
capital. With less debt, the firm has a reduced risk of defaulting. This change
causes equity investors to expect a lower premium for their investments and
therefore reduce the cost of equity.
25. Whichcorporate bond would havea higher coupon, aAAAoraBBB? What

are theannual payments received by theowner of a five year zero coupon
bond?
The corporate bond with a rating ofB B B will have a higher coupon because itis
perceived to have a higher risk of defaulting. To compensate investors for this
higher perceived risk, lower rated bonds offer higher yields. The owner of a five-
year zero coupon bond receives no annual payments. Instead, the owner will
pay a discount upfront and then receive the face value at the time of maturity.
26. Let’s saythat Ihaveabond witha5 percent coupon. Whathappensto the

marketprice whentheprevailing interest ratesrise to8 percent? How are
thecoupons affected?
When the prevailing interest rates rise to 8 percent, the market price of the
coupon bond decreases. This happens because the investor can obtain a higher
interest rate on the market than what the bond is currently yielding. To make the
bond appealing to potential investors, the market price decreases. This causes
the bond’s return to increase at maturity as a means of compensating for the
decreased value of coupon payments. The coupons themselves remain
constant; the new market price instead balances the yield to keep it neutral with
the current market.
27. Why would you use options outstanding over options exercisable to
calculatetransactionpriceinanM&Atransaction?
Options outstanding represent the total amount of options issued. Options
exercisable are options that have vested and can actually be exercised at the
strike price. During a potential M&A transaction however, all of the target’s
outstanding options will vest immediately and thus the acquirer must buy out all
option holders.
28. Whatcould acompanydowithexcesscash onthebalancesheet?

First, it can re-invest the cash into organic investments or acquisitions. Second,
it can distribute the extra cash to shareholders through the use of dividends.

Finance
Third, it can repurchase some of its equity from the market. Fourth, it can pay
down debt and decrease leverage.
29. What’sthe difference betweenIRR, NPVandpayback?

I RR measures the return per year on a given project and is the discount rate that
makes NPV equal to zero. NP V measures whether or not a project can add
additional or equal value to the firm based on its associated costs. Payback
measures the amount of time it takes for a firm to recoup the initial costs of a
project without taking into account the time value of money.
30. Whywouldacompanyrepurchase its ownstock?Whatsignals(positive and

negative) doesthis sendtothe market?
A company repurchases its own stock if it perceives the market is undervaluing
its equity. Since the management has more information on the company than
the general public, when the management perceives the company as
undervalued, it sends a creditable signal to the rest ofthe market.
31. If youweretoadvise acompanytoraise moneyfor anupcomingproject,

whatformwouldyouraise it with(debtversus equity)?
The right answer is “it depends.” First and foremost, companies should seek to
raise money from the cheapest source possible. However, there might exist
certain conditions, limitations or implications of raising money in one form or
another. For example, although the cheapest form of debt is typically the most
senior (corporate loans), the loan market might not have any demand. Or the
company might not have the cash flow available to make interest payments on
new debt. Or the equity markets might better receive a new offering from this
company than the debt markets. Or the cost ofraising an incremental portion of
debt might exceed that of raising equity. All of this should be considered when
answering this question. Be prepared to ask more clarifying questions—your

interviewer will most likely be glad you did.
32. Whataresomereasonswhyacompanymighttapthehigh-yieldmarket?
Companies with low credit ratings are unable to access investment grade
investors and would have to borrow at higher rates in the high-yield markets.
Other companies might have specific riskier investments that they must pay a
higher cost ofcapital for.

Finance
33. Whatis therelationshipbetweenabond’sprice anditsyield?

They are inversely related. That is, if a bond’s price rises, its yield falls and vice
versa. Simply put, current yield = interest paid annually/market price * 100
percent.
34. Whatarethe factorsthataffect optionpricing?

An option conveys the right, but not obligation, to engage in a future transaction
on some underlying security. There are several factors that influence an option’s
premium, which is intrinsic value plus time value. A change in the price of the
underlying security either increases or decreases the value of an option, and the
price changes have an opposite effect on calls and puts. The strike price
determines whether the option has intrinsic value, and it generally increases as
the option becomes further in the money. Time influences option pricing
because as expiration approaches, the time value of the option decreases. A
security’s volatility impacts the time value of a premium, and higher volatility
estimates generally result in higher option premiums for both puts and calls
alike. Finally, dividends and the current risk-free interest rate have a small effect
known as the “cost ofcarry” of shares in an underlying security.
35. Explainput-callparity.
It demonstrates the relationship between the price of a call option and a put
option with an identical strike price and expiration date. The relationship is
derived using arbitrage arguments, and shows that a portfolio of call options and
x amount of cash equal to the PV of the option’s strike price has the same
expiration value as a portfolio comprising the corresponding put option and the
underlying option. The parity shows that the implied volatility of calls and puts
are identical. Also, in a delta-neutral portfolio, a call and a put can be used
interchangeably.
36. Sayyouhavea normalbondthatyoubuyat parandyougettheface amount

at maturity.Isthat mostsimilar tobuyingaput,selling aput, buyingacall
orselling acall?
You can liken it to selling a put because if the stock decreases in value, you lose
money, like a bond defaulting. But ifits neutral, you’re neutral in both cases.

Finance
37. Youhaveacompanywith$500millionofseniordebt and$500million of

junior debt. Thesenior debt hasaninterest rateofL+500and, in default,
would recover 70 percent; the junior debt would recover 30 percent in
default.Whatshouldtheinterestratebeonthejuniordebt?
Loss on default * Probability of default = incremental interest that needs to be
paid. So 70 percent loss * 5 percent probability (an assumption you have to
make) = 350 basis points over the senior debt or L + 850.
What if this was anLBO scenario and youhad a sponsor putting in 500
millionofequity?
The company would be less risky because it has more liquidity now.
38. A company has$10 million of cash and$1 million of shares, nothingelse.

What’sits stockprice?
Stock price is value/shares so $10 million/1 million, which is a stock at $10 per
share.
Whatif the companywins$10 million in thelotto?

The company doubled its cash and thus its value. Now it’s up to $20 per share.
What if the company uses the lotto money to repurchase sharesat

$25/share?What’s theshareprice todayiftherepurchase is inone month?
The stock should be worth $20/share today. With $10 million buying $25/share,
you can repurchase 0.4 million shares. You have 1 million - 0.4 million= 0.6
million shares left. The 0.4 shares are worth $25/share because that was what
was paid for them. The remaining 0.6 shares are worth the remaining
value/remaining shares, which is $10 million/0.6 million = $16.67/share. If you

weight the two shares, $16.67 * 6 0 % + $25 * 40 %, then your total share price
is $20.

Brainteasers
STAND ARD IZED ACUMEN

Brainteasers are like standardized tests: of little relevance to the actual subject, but
designed to compare all people equally. Ninety percent of brainteasers will
encompass probability/statistics. HF s favor these more than PE firms because they
test mental math skills.
Resume Tip
Junior Positions
Finance people really are obsessed with standardized testing. Include your
SAT/GMAT scores on your resume. Show the breakout; firms especially care
about your math score.
Obviously, accuracy is key but so is your thinking process. You should expect to
explain your reasoning, and a logical verbal breakout followed by a wrong answer is
better than just a wrong answer. Pay attention to your interviewer’s face for clues to
whether you are going in the right or wrong direction. Brainteasers are meant to be
tough, so it’s fine to take a minute to collect your thoughts and outline the steps to
calculating the answer.
The Monty Hall Puzzle

To help you get in the tricky probability mindset, refer to a famous brainteaser known
as the Monty Hall problem. It is notorious forhaving a counterintuitive solution.
“Suppose you’re on a game show and you're given the choice ofthree doors. Behind
one door is a car; behind the others, goats. The car and the goats were placed
randomly behind the doors before the show. The rules of the game show are as
follows: After you have chosen a door, the door remains closed for the time being.
The game show host, Monty Hall, who knows what is behind the doors, now has to
open one of the two remaining doors, and the door he opens must have a goat behind
it. If both remaining doors have goats behind them, he chooses one randomly. After
Monty Hall opens a door with a goat, he will ask you to decide whether you want to
stay with your first choice or to switch to the last remaining door. Imagine that you
chose Door 1 and the host opens Door 3, which has a goat. He then asks you, ‘Do
you want to switch to Door Number 2?’ Is it to your advantage to change your choice?
(Krauss and Wang 2003:10)”
41
Brainteasers
Most people assume that each door has an equal probability (1/3) and conclude that
switching does not matter. Actually, the player should switch—doing so doubles the
probability ofwinning the car from 1/3 to 2/3.
Think ofit this way:let’s say Door 1 is the winning door. Look at the outcome for each
door that the player could pick and decide to switch.
1. Picks Door 1 (win). Monty shows Door 2 or 3 with goat. Player switches, and
loses.
2. Picks Door 2 (goat). Monty shows Door 3 with goat. Player switches and wins.
3. Picks Door 3 (goat). Monty shows Door 2 with goat. Player switches and wins.
Two out ofthe three scenarios are wins ifthe playerswitches (ifthe player had stayed,
two of the three scenarios are losses), so therefore there is a 2/3 probability that the
player wins ifhe switches.
Put another way, the probability that the player initially chooses the winning door is
1/3,since there are three doors each ofwhich has an equal chance ofconcealing the
car. The probability that the door Monty Hall chooses conceals the car is 0, since he
never chooses the door that contains the prize. Since the sum of the three
probabilities is 1, the probability that the prize is behind the other door is 1 – (1/3 +
0), which equals 2/3. Therefore, switching is more advantageous due to the doubled
probability.
SAMPLE QUESTIONS
1. Youplayagameof dicewhere youarepaid theequivalent amountof dollars

tothenumberyouroll(i.e., ifa4is rolled thenyouget$4). You rollonefair
six-sideddie.Howmuchareyouwillingtopayforthis roll?
The expected return is every possibility multiplied by the probability of the
possibility. The average of all the potential die rolls, which each have equal
probabilities,is $3.50, the midpoint between 1 and 6.
Howmuchwouldyoupaytoplay thesamegame,but withtheoptionto roll

again?Ifyouonlyrollonceyougetthat score, ifyouchoosetoroll againyou
getthescoreofthesecond roll.
Intuitively, you know the price should be higher since you’re given the option to
roll again if you’re dissatisfied with your first roll. You should only roll a second
time if the first roll is less than 3.5, the expected value. Thus, you have the
following six scenarios: rolling 4, 5, 6 and stopping, or rolling 1, 2, 3, and rolling
again. Again, the expected roll is 3.5, so the latter three outcomes have
expected returns of 3.5. Therefore, a game of two rolls’ expected return is (4 +
5 + 6 + 3.5 + 3.5 + 3.5)/6 = $4.25.

Brainteasers
Again, samegames,optionforathird roll now.Howmuchwillyoupay?

Follow the same logic as before; two rolls have an expected return of4.25 so you
will only roll a third time if you get above that. You have an expected return of
(4.25 + 4.25 + 4.25 + 4.25 + 5 + 6)/6 = $4.67. As the number of rolls
approaches infinity, the price you pay gets closer to $6.00.
2. Youare givena lengthofrope, whichcanbelit to burnfor anhour. However,

therope burns unevenly (meaning half of it burntdoes not indicate ahalf-
hour haspassed).Howwouldyouburntheropetoknow that ahalf-hour has
passed?
To measure a half-hour, burn both ends at once. One side will burn faster than
the other, but the opposite side will burn slower such that when they meet, the
equivalent ofhalf the time has passed.
If youweregiventworopes, howwouldyoumeasure45minutes?
For two ropes, take one rope and burn both ends like the previous situation. At
the same time, light the second rope on only one end. When the first rope burns
out, a half hour has passed. The second rope only has 30 more minutes on it.
Immediately burn the opposite end ofthe second rope. The fire will meet at both
ends again, which is fifteen minutes.
3. Whatis 22 times22?
The interviewer wants you to solve these types of questions quickly and without
using paper. Just break down the numbers to simple ones you can do in your
head. 22 times 20 is 440. There is an additional two instances of 22, which is
44 and then you can add it to 440 so that the answer is 484.
4. Whatis thesumof thenumbersbetween0-100?

The trick is you have 50 pairs, which each sum to 100 (e.g. 0 + 100, 1 + 99, 2
+ 98...49 + 51). So, 50 * 100 = 5,000 plus the midpoint of50 = 5,050.
5. Youhavestacks ofquarters, dimes,nickels andpennies. Thenumberof coins

inthestacks is irrelevant. Youcantakecoins fromastack inanyamount,any
order,andplace theminyourhand. Whatis thegreatest dollar valueincoins
youcan havein yourhandswithout being able tomake change for adollar
withthecoins in yourhand?
Start adding the highest coin to your hand, the quarter. Four quarters make a
dollar, so you can only have three quarters: $0.75. Five dimes would bring it to a
dollar, so you can only have four dimes: $1.15 = 0.75 + .40. You can’t add a

Brainteasers
nickel because three quarter, two dimes, and the additional nickel would create
a dollar. But you can add four pennies fora maximum total of$1.19 = 1.15 +
.04.
6. Whatis theprobability ofdrawingtwosevensin acard deck?

You can multiply the individual probabilities to get the cumulative probability.
There are four 7s in a deck of 52 cards. Therefore, the probability of drawing
the first 7 is 4/52 or 1/13. On the second draw, there are only three 7s in a deck
of 51 cards, yielding a probability of 3/51 or 1/17. So 1/13 multiplied by 1/17
equals a cumulative probability of 1/221. (Don’t expect to be able to use paper
or a calculator for 13 times 17. You can just simplify the math in your head by
saying 17 times 10 is 170, plus 3 times 13 which is 39, and yields 221.)
7. You’ve got a 10 x 10 x 10 cube made up of 1 x 1 x 1 smaller cubes. The

outsideofthelargercube iscompletely painted. Onhowmanyofthe smaller
cubesis thereanypaint?
First, note that the larger cube is made up of 1000 smaller cubes. Think about
how many cubes are NOT painted. 8 x 8 x 8 inner cubes are not painted which
equals 512 cubes. Therefore, 1,000 - 512 = 488 cubes that have some paint.
Alternatively, you can calculate this by recognizing that two 10 x 10 sides are
painted (200) plus two 10 x 8 sides (160) plus two 8 x 8 sides (128): 200 + 160
+ 128 = 488.
8. Whatis thesquare root of 7,000,000(approximately)?

You know that 2 * 2 = 4 and that 3 * 3 = 9, and that 1,000 * 1,000 = 1,000,000
so the answer has to be between 2,000 and 3,000. Edge closer in, 2.5 * 2.5 =
6.25 and 2.7 * 2.7 = 7.29 so the answer is approximately 2,600.
9. A closet has three light bulbs inside. Next to the door (outside) are three
switchesforeachlight bulb. Ifyoucanonlyenterthecloset onetime, how do
youdeterminewhichswitchcontrolswhichlight bulb?
Turn on two switches, A and B, and leave them on for a few minutes. Then turn
off switch B and enter the room. The bulb that is lit is controlled by switch A.
Touch the other two bulbs, which are off. The one that is still warm is controlled
by switch B. The third bulb, offand cold, is controlled by switch C.

Brainteasers
10. Fourinvestmentbankersneedtocrossa bridgeatnight togettoa meeting.

Theyhaveonlyoneflashlight and17minutes left togettothe meeting. The
bridgemustbecrossedwiththeflashlight andcanonlysupporttwobankers
at atime. Theanalyst can crossin oneminute, the associate can crossin
twominutes, theVPcancrossinfive minutesand theMDtakes10minutes
tocross.Howcantheyallmakeit tothemeetingin time?
First, the analyst takes the flashlight and crosses the bridge with the associate.
This takes two minutes. The analyst then returns across the bridge with the
flashlight, taking one more minute (three minutes passed so far). The analyst
gives the flashlight to the VP and the VP and MD cross together, taking 10
minutes (13 minutes passed so far).The VP gives the flashlight to the associate,
who re-crosses the bridge taking two minutes (15 minutes passed so far). The
analyst and associate now cross the bridge together taking two more minutes.
Now, all are across the bridge forthe meeting in exactly 17 minutes.
11. Alily in apond doubles everyminute. After anhour, the lily fills theentire
pond. Whenis it one-eighthfull?
Work backwards. At 59 minutes, it is half full. At 58 minutes, it’s one-fourth full.
Thus, after 57 minutes, it is one-eighth full.
12. Whatis larger, 3^4or4^3?

3^4. In most combinations, the lower number ^ higher number is higher than
vice versa because the higher exponential has a powerful multiplier effect.
However, 2^3 is higher than 3^2, but you can solve that particular anomaly in
your head.
13. Sayyouaredrivingtwomilesonaone-miletrack. Youdoonelapat 30 miles

perhour.Howfast doyouneedtogotoaverage60miles anhour?

Don’t be inclined to guess 90, because the average of90 and 30 mph is 60 mph.
You completed half your goal by going 30 mph. So that first mile took you one-
30th of an hour or two minutes. However, if you averaged 60 mph for two miles,
then that should take two-60ths of an hour or two minutes to drive two miles.
You already drove for two minutes on that first lap, so it’s impossible to average
60 mph. This was a trick question.

Consulting
CASE QUESTIONS
Consulting questions present a business situation for you to evaluate. Great
candidates quickly ask the fundamental questions and then concisely summarize the
situational highlights and risks. Usually, there is no one “right answer,” but there is
usually at least one targeted “point” that you should hit.
Interviewers expect you to walk through your thought process aloud to note your logic
skills. Ask a few questions and then take five seconds to think of your starting point.
As you speak, watch his body language for any clues that you are going in the right
or wrong direction. These questions are among the toughest since there is no specific
mathematical formula to memorize.
Think ofwhat constitutes a great investment as per the capital markets chapter forH Fs
and the leveraged buyout chapter for PE firms. Use those criteria as a starting point
for probing questions like, “What kind of experience does the current management
have?” and “Can you describe the working capital requirements as it relates to the
volatility of the company’s cash flows?” The maximum amount oftime spend on these
questions is probably 15 minutes; ideally you ask a few specific questions that attack
the heart of the situation and then provide a neat explanation ofyour viewpoint.
Porter’s Five Forces

In combination with knowing what is the criteria for good investments, Porter’s Five
Forces nicely frames the parameters of the competition in an industry. A successful
investment is one that outperforms competitors; HF and PE firms constantly stake
opinions and, subsequently, money on which companies or industries will
competitively succeed.
Potential
Entrants
What is the threat of new

entrants into the market?
Suppliers Competition Buyers
How much bargaining How much bargaining

What rivalry exists among
power do suppliers have? power do buyers have?
present competitors?
Substitutes
What is the threat of substitute

products or services
47
Consulting
Take, for example, entryinto the copy store market, like Kinko’s. How attractive is the
copy store market?
Potential entrants: What is the threat of new entrants into the market? Copy stores are
not very expensive to open—you can conceivably open a copy store with one copier
and one employee. Therefore, barriers to entry are low, so there’s a high risk of
potential new entrants.
Buyer power: How much bargaining power do buyers have? Copy store customers
are relatively price sensitive. Between the choice ofa copy store that charges 5 cents
a copy and a store that charges 6 cents a copy, buyers will usually head for the
cheaper store. Because copy stores are common, buyers have the leverage to
bargain with copy store owners on large print jobs, threatening to take their business
elsewhere. The only mitigating factors are location and hours. On the other hand,
price is not the only factor. Copy stores that are willing to stay open 24 hours may be
able to charge a premium, and customers may simply patronize the copy store
closest to them ifother locations are relatively inconvenient.
Supplier power: How much bargaining power do suppliers have? While paper prices
may be on the rise, copier prices continue to fall. The skill level employees need to
operate a copy shop (for basic services, like copying, collating, and so on) are
relatively low as well, meaning that employees will have little bargaining power.
Suppliers in this situation have low bargaining power.
Threat of substitutes: What is the risk of substitution? For basic copying jobs, more
people now possess color printers at home. Additionally, fax machines have the
capability of fulfilling copy functions. Large companies will normally have their own
copying facilities. However, for large-scale projects, most individuals and employees
at small companies will still use the services of a copy shop. The internet is a
potential threat to copy stores as well, because some documents that formerly would
be distributed in hard copy will now be posted on the Web or sent through e-mail.
However, for the time being, there is still relatively strong demand for copy store
services.
Competition: Competition within the industry appears to be intense. Stores often

compete on price and are willing to “underbid” one another to win printing contracts.
Stores continue to add new features to compete as well, such as expanding hours to
24-hour service and offering free delivery. From this analysis, you can ascertain that
copy stores are something of a commodity market. Consumers are very price-
sensitive, copy stores are inexpensive to set up, and the market is relatively easy for
competitors to enter. Advances in technology may reduce the size of the copy store
market. Value-added services, such as late hours, convenient locations or additional
services, such as creating calendars or stickers, may help copy stores differentiate
themselves. But overall, the copy store industry does not appear to an attractive one.

Consulting
Product life cycle

If you’re considering a product case, figure out how “mature” your product or service
is.
Production LifeCycle
Emerging Growth Maturity Declining
Dollars
Sales
Profits
Time
Strategic Focus
Concentrate on Emphasize Focus on High-cost and low-

R&D and marketing, manufacturing and share competitors
engineering. manage rapid cost. Prices fall exit, focus on
define product and growth focus on and competition being low-cost or
create need with quality expect new intensifies a niche player
little or no entrants
competition
Big tosmall
When giving an answer, a logical outline always sounds more harmonious during an
interview. Aim for a flowing conversational tone, bulleting each point so the
interviewer can mentally check offthe requisite answers you covered.
The easiest way to do this is to begin with the most general relevant points and work
to the specifics. Go from macro economics to industry to operations to structural
considerations, leaving out or minimizing whatever is not applicable.
There are additional frameworks that can organize your thoughts. There are many
types; you can read the Vault Guide to Consulting Careers for a more comprehensive
review. However, understanding what constitutes a good investment is the best
framework to use in HF and PE interviews.

Consulting
Consultingbackgrounds
If you can tell that many of current employees are ex-consultants like PE firms
Audax and Bain Capital, or if the firm’s strategy centers on operational
improvements, beware! You can bet that you’ll get some consulting-focused
questions.
Hit thehighs
It cannot be stressed enough: try to narrow your answer down to the most key
elements as soon as possible. For instance, one large PE firm requested, “Estimate
the annual revenue a pizza shop makes.” Many participants began with bottom-up
approaches, like the average price of a bill * customers, etc. However, the firm
wanted to see if you could identify the “limiting factor,” which was that pizza shops
only have X amount of registers which limits how many customers can be handled at
a time.
When given business scenarios to evaluate, always begin with the biggest value
drivers.
SAMPLE QUESTIONS
1. Sayyouhadabullet proofvest manufacturer. Given onlythisinformation,

whatareweaknessesyoucanenvisionforthiscompany?
Starting with weaknesses, the first major one is the uncompromising need for
quality.Lives are on the line ifthe product fails!Expenses need to accommodate

the high cost of testing. Raw materials need to be carefully monitored to be of
the appropriate quality, so its supplier chains need to be reliable and/or flexible.
The threat of potential liabilities is enormous here; an insurance company will
charge a higher premium if it elects to represent this company at all. To some
extent, this itemis a commodity, but there will definitely be brand differentiation
for the players who show consistent quality. R&D will need to be expended to
maintain a technological edge for the best vest: maximum usage, lightest,
thinnest and weather-resistant. A large portion ofthe buyers will comprise a few
government contracts. This is good, in that contracts are usually long-term,
which gives certainty to future revenues and inventory needs. However,
governments pick a supplier based on bidding auctions, so there is significant
pressure to present the lowest price.

Consulting
2. Howmuchpizza is sold in NewYorkCity everyyear?

This is a strict consulting case question; you’ll encounter fewer of these in your
interviews. HF/PE consulting questions focus more on business scenarios, but
you can get asked this type of question as a brainteaser. These “guestimations”
can be solved either “top down” or “bottom up.”
Top down approach: Assume that 10 million people live in New York City and that
80 percent of them, or eight million people, eat pizza. Let’s say that the average
New Yorker eats pizza twice a month, and will eat two slices each time. If a slice
of pizza costs $2, then that’s $4 spent at each sitting and $8 spent each month.
That equates to $96 (round to $100 for simplicity) every year. Multiply that by
eight million pizza eaters, and the market size for pizza in New York is
approximately $800 million.
Bottom-up approach: A slice of pizza in New York costs approximately $2 per

slice. If the average person has two slices with his meal, then the average ticket
(not including drinks) is $4. If the average person eats pizza twice a month, then
that’s $8 a month or $96 a year (round to $100 for simplicity). Let’s assume that
80 percent of the 10 million people in New York City eat pizza. That means that
the eight million pizza eaters in New York spend approximately $100 each every
year on pizza, fora total of $800 million.
3. Youare giving the following opportunity. A company wants to sell trees in

water.Inthe1950s, asmelting plant redirected waterflow,whichflooded a
forest used for timberland. A logger, who is also a scuba driver, has
discovered this and wants to sell the wood. How would you look at this
investment?
This was a real opportunity that this company looked at.It’s easy for interviewers
to ask questions about actual investments they’ve looked at because they know
all the answers. Ask if the product is actually saleable. It is—being 40 feet
under water means the wood is not oxizable and, thus, doesn’t rot. Ask if there
is already an industry that does this. There is, and it is profitable. Ask about all
the regular factors that comprise a good investment, including the experience of
management. The interviewing firm passed on this opportunity because the
scuba driver had no industry experience. Management is incredibly important
because finance guys need to rely on current management to turn around the
company (relying on equity incentives) or else hire industry experts.

Consulting
4. Hummus Palace sells gourmet hummus throughout New York City. It

distributes its tubs of hummus primarily through two channels: high-end
grocery stores and specialty food retailers. Over the past few years, the
company has been experiencing a slowdown in its sales. What are three
potentialgrowthstrategiesthecompanycouldpursue?
To find out why there’s been a slowdown in sales, start with asking questions
about the industry—what is the market size, what are some of the key trends
and what does the competitive landscape look like? Then inquire about the
company—what is its growth profile and value proposition? Is it a scalable
business, and does management have the knowledge and experience to turn the
company into a market leader? These questions should provide you with some
context to help you come up with growth strategies for the company. Hummus
Palace could grow through acquisition or organically. It could expand into new
product lines (gourmet falafel), new channels (hummuspalace.com), or new
markets (San Francisco).
After debating themeritsofeach, theinterviewersaysthat theCEO wants to

pursue a geographic expansionstrategy. Whichmarket should she expand
into?
San Francisco could be an interesting market because of its similarity to New
York. San Francisco has a young urban population that would likely enjoy ethnic
foods and be open to trying new cuisines. The city also would have a large
number of high-end grocery stores and specialty food retailers to sell to.
The CEO thinks that SanFrancisco is a great idea, but this new operation
mustbreakeveninfive years.Should HummusPalace expandinto this new
market?
Ask questions about the revenue and cost structure. How much will each tub of
hummus cost and how many do they expect to sell? What are the variable and
fixed costs? What are the needed capital expenditures, both maintenance and
growth? What are the working capital needs?
Yourinitialinvestmentis $1.5millionand$100,000ofcapex/yearover the

nextfive years.Eachtubofhummuscosts $2.75toproduceandwill besold
for $4.75. Youthinkyoucansell200,000platesperyear.
Your total fixed costs are $2.0 million ($1.5 million + $100 thousand * 5). The
gross margin is $2 which times the volume sold of 200 thousand is $400
thousand of profit per year. $2 million/$400 thousand neatly breaks even in five
years, so yes, you can expand in this market.

Consulting
5. You own a Christmas tree business. What are your working capital needs
throughoutthecourse oftheyear?
Inventory would likelyneed to be accumulated starting in November, since many
people start hanging up Christmas lights and putting up Christmas trees the
weekend after Thanksgiving. The inventory buildup would continue through late
December. After Christmas however, demand for Christmas trees disappears.
Hopefully by then there is very little inventory left, if managed properly. Since
this is a cash business, where customers are paying for the trees in cash,
receivables have little effect on the working capital balance and are insignificant
relative to the company’s inventory requirements. Payables would likelyincrease
in the fall as the company accumulates inventory in anticipation ofthe upcoming
holiday season and pays forthe trees with credit.
6. Sayyouhavea phonebookbusiness. Ifyouincrease yourprice by10 percent

but lose 10percentof youradvertisers,what’syourrevenuechange?
1 percent. If ads are $1 and you have 100 advertisers, then you raise to $1.1
but go down to 90 advertisers, which is $99 in revenue. Originally,you had $100
in revenue, so you dropped $1. Mathematically speaking, originally you had
1.0# x 1.0$ = 1.0R. Now you have .9# x 1.1$ = .99R so it went down 1 percent.
Saythereis City 1andCity 2. City 1has10,000businesses, 50,000 people

and $5,000 cost perad. City 2 has 2,000businesses, 4,000 people and
$600costperad.Whichcity doyouwanttoadvertise in?
Make this apples to apples. Set City 2 equal to $5,000 per ads, so multiply
everything by 8.3 or approximately 8 for easier mental math. City 2 has 16,000
businesses with 32,000 people. Thus you are paying the same for more
competition and fewertarget consumers. City 1 is the obvious choice now.
Whatdoyouthink aboutthepaperphonebookbusiness?
It’s a maturing business, so future growth rate is likely to be negative. It is an
increasingly outdated form of advertising, especially in comparison to the
internet. Also, the growth rate in the U.S. is slowing down due to the aging
population, which further decreases the future growth rate in comparison to the
historical growth rate. The key age demographic to focus on is the elderly, who
may not use other prevalent forms of advertising. The main advantage of a
phone book that it appeals to a niche audience—the local city population who
refers to the phone book to look for local businesses. But the industry continues
to mature rapidly because this niche information is increasingly being uploaded
to the internet. Paper phone books need to take advantage of the internet
channel, which enjoys lowerdistribution costs, and focus on ways to make online

Consulting
advertising profitable or to have businesses pay to be included on the site.

However, competition is fierce; Google already provides a similar function. A
good company that has created a value-added twist on the business is Yelp, a
website that posts user-generated reviews of businesses. Businesses can pay to
advertise in designated spots ofthe site based on what the user is searching for.

Capital Markets(HedgeFundsOnly)
HED GE FUND S
Interview strategy
In theory, all investors have all the available information for public
companies/financial instruments. Generally, a hedge fund aims to beat the overall
market and produce outsized returns. Usually at the cost of being aggressive, some
succeed and others implode.
HFs would love to hire psychics: candidates who could effortlessly tell them which
stocks will go up in the next year, but no one has a crystal ball. So the hardest part
about the HF interview is that your interviewer will grill you on your market opinion
and outlook, but both ofyou may make the wrong predictions.
To ace the interview, have a strong opinion on whatever your interviewer asks about,
but also be prepared to equally argue the opposite side. Furthermore, show depth
over breadth. It’s the tiny tidbits of knowledge that demonstrate your prowess as an
investor.
Enunciate a logical and succinct thought process; quickly separate the big factors
that affect value the most. Always discuss an investment in light ofits rationale,risks,
peers, industry and macroeconomics. Furthermore, remember that anyone can
argue the case for a hypothetical “good” investment, but hedge funds would like to
put their limited amount of money to work in the “best” investments. The best
investments have the lowest risk and highest growth.
Technicalquestions
Finance: Many ofthe technical questions zero in on the time value ofmoney and
free cash flow. Valuation measures a company’s future cash flows. Unlevered,
free cash flow is the focus ofmany investors because it provides a good measure
of a firm’s ability to generate cash,independent ofits capital structure.
Markets: You will be quizzed on your knowledge of the current market, like
today’s interest rate.
Investment ideas: You may also be asked specific investment ideas, like stock
pitches; this occurs in over 50 percent of interviews. Have at least two ideas
prepared.
55
Capital Markets (Hedge Funds Only)
Hedge fund definition

During the early years of the hedge fund industry (1950s—1970s), the term hedge
fund” was used to describe the “hedging” strategy used by managers at the time.
“Hedging” refers to the hedge fund manager making additional trades in an attempt
to counterbalance any risk involved with the existing positions in the portfolio.
Hedging can be accomplished in many different ways but the most basic technique
is to purchase a long position and a secondary short position in a similar security.
This is used to offset price fluctuations and is an efficient way of neutralizing the
effects ofmarket conditions.
Today, the term “hedge fund” tells an investor nothing about the underlying
investment activities, similar to the term “mutual fund.” Technically, a hedge fund is
a private, unregistered investment pool encompassing all types of investment funds,
companies and private partnerships that can use a variety of investment techniques
such as borrowing money through leverage, selling short, derivatives for directional
investing and options.
Given the devastation that the current economic crisis has wreaked on the market,
hedge funds have seen millions to billions of dollars disappear under their
management. Many will cease to exist in the near future (try to suss this out before
taking an offer!) and expect new distressed funds to pop up.
For interviews,the absolutely essential thing to understand is what kind ofinvestment

strategy your interviewing firm employs.If a manager says he trades long/short equity
then you know he is buying undervalued equities and selling overvalued equities.
INVESTMENT STRATEGIES
Hedge fund managers utilize a variety of complex and interesting trading strategies.
There are many different ways for managers to value stocks, but that is beyond the
scope of this book; there are many popular trading investment theory books that you
can read.
Here is a basic overview of the valuation process that a hedge fund manager or
analyst goes through in picking stocks to invest in.
Valuation process
When an analyst is looking to value a company (to determine what he thinks should
be the correct stock price) he goes through a process to determine what he believes
the stock price to be. This is similar to the process of buying new clothes or buying a
car or house when you figure out how much it is worth to you and how much you are
willing to pay.You are looking forthe best deal available—if a price is above what you
are willing to pay,you do not buy the product; ifthe price is below what you are willing
to pay, you do buy it.

According to Reilly and Brown in their book Investment Analysis and Portfolio
Management, there are two basic approaches to valuing stocks: the “top down” and
the “bottom up” process:
(1) The “top down” (three step) process
The manager believes that the economy, the stock market and the industry all have a
significant effect on the total returns for stocks
The three-step process is:

i. Analysis of alternative economies and security markets. Decide how to allocate
investment funds among countries and within countries to bonds, stocks and
cash.
ii.Analysis ofalternative industries. Decide based upon the economic and market
analysis, determine which industries will prosper and which will suffer on a
global basis and within countries.
iii.Analysis of individual companies and stocks. Following the selection of the
best industries, determine which companies within these industries will
prosper and which stocks are under/over valued.
(2) The “bottom up” (stock valuation, stock picking) approach

a. Investors who employ the bottom up stock picking approach believe that it is
possible to find stocks that are under and overvalued, and that these stocks will
provide superior returns, regardless ofmarket conditions.
How to value these assets?
Without going into the complex valuation methodologies, the basic process of
valuation requires estimates of (1) the stream of expected returns and (2) the
required rate of return in the investment. Once the analyst has calculated these
expected returns he can then compute his expected value ofthe stock.
The hedge fund trading strategies aim to maximize investor return while hedging
market risk.Let’s now take a look at these strategies in detail.
Fixed income arbitrage

Fixed income arbitrage (also known as relative value arbitrage) involves taking long
and short positions in bonds and otherinterest rate-sensitive securities. The positions
could include corporate debt, sovereign debt, municipal debt, swaps and futures.
Ineichen describes the fixed income manager as one who invests in related fixed
income securities whose prices are mathematically or historically interrelated but the
hedge fund manager believes this relationship will soon change. Because the prices
of these fixed income instruments are based on yield curves, volatility curves,
expected cash flows and other option features, the fixed income managers use
sophisticated analytical models to highlight any potential trading opportunities. When

these sophisticated models highlight relationships of two or more bonds that are out
of line, the manager will buy the undervalued security and sell the overvalued
security.
Fixed income arbitrage trading example

Callie is a fixed income hedge fund manager. Her analytical model highlights that the
spread of the T-bill/Eurodollar contracts is 120 basis points. Callie believes that this
spread is going to widen since she believes that the Eurodollar futures contracts are
overvalued.
Callie enters into two trades:
Beg price End price Profits
Buys 10 T-bill furutres 94.30 94.25 ($12.50)

contracts @
(Sell T-Bill @ 94.25 (loss of 5 basis points $25 per basis point 10 contracts)
Sells short 10 Eurodollar 93.10 92.95 37.50

futures contracts @
(Buy 10 Eurodollar contracts @ 92.25 = 15 basis points $25 per basis point 10 contracts
Callie’s analysis proved correct when the spread widened to 130 basis points and she
made a profit of $2,500.
Convertible arbitrage
Convertible arbitrage encompasses very technical and advanced hedging strategies.
At its simplest, the hedge fund manager has bought (and holds) a convertible bond
and has sold short the overvalued underlying equities of the same issuer. The
manager identifies pricing inefficiencies between the convertible bond and stock and
trades accordingly.
Convertible arbitrage trading example
Heather is a convertible arbitrage manager; she trades her strategy by establishing a

short position in the stock that the bond can be converted into. This practice, known
as delta hedging, consists of dividing the price of the convertible by the stock price
conversion premium and then multiplying by the option delta.Heather buys $1

million Lyondell Chemical Corp convertible bond at 95¾ and sells short 20,000 of
Lyondell Chemical company stock. The bond positions were sold at 101½ and the
common equity was covered at a loss at $14.43. Even though the short position
produced a loss of $18,400, the bonds made $65,521. Overall, Heather made a
profitable trade with an overall gain of $47,121.
Quantity Purchaseprice Endingprice Total Return
Long - 9 5/8% SrSec $1.0 mm 95¾ 101½ $65,521

Nts due 5/1/07
Short - Common Equity 20,000 shs $13.51 $14.43 $(18,400)
NET
$47,121
Statistical arbitrage
Statistical arbitrage encompasses a variety of sophisticated strategies that use
quantitative models to select stocks. The hedge fund manager buys undervalued
stocks and sells short overvalued stocks. This is also referred to as the “black box”
strategy since computer models make many of the trading decisions for the hedge
fund manager.
Statistical arbitrage example

Suzi is a statistical arbitrage manager at QuantHedge working with a team of
quantitative analysts who all hold Ph.D.s in physics or mathematics. The team at
QuantHedge has developed a computer-generated mathematical model that picks a
large basket of stocks to buy and a separate basket to short based on parameters.
The model is used to help predict where the market is going and whether a stock is
over- or under-priced. The model uses various data as inputs (historical stock prices,
liquidity, pricing inefficiencies, etc.) and these are set forth by the manager.
Based on the imputs, the QuantHedge model generates automatic buy or sell orders.
Suzi monitors what the model is doing and notices that the model “HedgeIt” shows
AT&T usually trades at $20 and has recently risen to $24. HedgeIt’s analysis predicts
that the AT&T is overvalued and automatically generates a sell order.These computer
models generate hundreds and thousands oftrade orders each day.

Equitymarketneutral
The most popular statistical arbitrage strategy is equity market neutral. An equity
market neutral strategy (also known as statistical arbitrage) involves constructing
portfolios that consist of approximately equal dollar amounts of offsetting long and
short positions. The equity market neutral strategy is one that attempts to eliminate
market risk by balancing long and short positions equally, usually offsetting total dollar
amount of long positions with an equal dollar position amount of short positions. Net
exposure to the market is reduced because if the market moves dramatically in one
direction, gains in long positions will offset losses in short positions, and vice versa. If
the long positions that were selected are undervalued and the short positions were
overvalued, there should be a net benefit.
Equity market neutral trading example
Adam is an equity market neutral hedge fund manager. He tries to eliminate market
risk by balancing long and short positions equally.He normally uses futures to totally
eliminate market risk but here is an example where he balances the long and short
equity in the portfolio. Adam believes that shares of AB C are overvalued and XYZ are
undervalued and hopes to offset any dramatic market movements by holding
offsetting equity (total value oflongs—total value ofshores) positions.
Beg price Endprice Profits
Adam sells short 500 shares $10 $11 ($500)

of ABC
Adam buys 200 shares of $25 $30 $1000

XYZ
Net dollar position is ($0) $500

Although Adam was wrong on ABC’s price declining, he was correct about XYZ
appreciating. Therefore,he made an overall profit of $500.
Long/shortequity
Long/short equity strategies involve taking both long and short positions in equity.
Unlike market neutral portfolios, long/short equity portfolios will generally have some
net market exposure, usually in the long direction. This means that managers are
“long biased” when they have more exposure to long positions than short. Long/short
fund managers may operate with certain style biases such as value or growth
approaches and capitalization or sector concentrations.
Long/short trading example
Denver is a long/short equity hedge fund manager whose primary trading strategy
focuses on sector trades. After conducting analysis of the financial condition of G M
and Ford, Denver notices that in the automotive sector,G M is a relatively cheap stock
when compared with Ford. Denver purchases 100 shares of G M because GM is
undervalued relative to the theoretical price (what Denver calculates) and the stock
market is expected to correct the price. Simultaneously, Denver sells short 100 shares
of Ford because Ford is overvalued relative to its theoretical price according to
Denver’s fundamental analysis.
By 100 shares of GM @ 55 60 500
Sell short 100 shares of Ford 15 14 100

@
Total $600

Denver predicted that the price of G M would rise and the price of Ford would fall. He
was correct and made a total profit of $600.
Distressed securities (highyield)

Distressed investing strategies consist ofinvesting in companies that are experiencing
financial difficulties—possible bankruptcies. These companies are usually priced
very low due to the risk of default—most mutual funds cannot invest in companies
whose credit ratings fall below secure—therefore these hedge funds can take
advantage ofvery low prices.
Distressed debt example
Jane works for a distressed debt hedge fund manager. As an analyst it is her
responsibility to evaluate low-grade debt and calculate the probability that it will pay
more when it matures. Jane notices that the low-grade high-yield bonds for
AlmostBankrupt Inc are trading for 20 percent to 30 percent ofpar value. This means
that Jane would pay 20 to 30 cents on the dollar for the AlmostBankrupt Inc, bond.
After careful evaluation, Jane believes that the bonds will appreciate or have a high
percentage chance ofpaying full par at maturity.
PriceBuy Sell Total
Buy: AlmostBankrupt Inc 20 25 5

bonds
Jane was correct and when she decided to sell, the bonds were selling for 25 percent
more at 25 cents on the dollar. But Jane sees that many ofthese bonds won’t pay off
the full par value. By constructing a diversified portfolio of high yield bonds the
manager reduces the risk ofthe portfolio through diversification.
Commodities
Increasingly, hedge funds have been investing in commodities. Indeed, hedge funds
were blamed for the sharp 2005 increase in natural gas futures—and the subsequent
burst bubble in 2006 that prompted Amaranth Advisors LLC to go out of business.
Most of the time, hedge funds simply see commodity trading as yet another tool for
hedging against risk and increasing returns. They trade commodity futures much like
any other investor. Hedge funds’ success in commodities trading in the first half of
the decade prompted major investment firms like Merrill Lynch and Morgan Stanley
to bolster theirown energy trading operations.

Currencies
Hedge funds have taken to playing the currency markets as another way to find
alpha. Investing in foreign equities or bonds often require that investment to be made
in local currency. In a good investment, the fund will not only see returns based on
the investment itself, but also in a beneficial exchange rate.
In recent years, hedge funds and other investors have also used the carry trade to
boost returns. In this scenario, a hedge fund hoping to leverage a trade will borrow
money from a bank in a country that has a low interest rate—Japan has been a
particular favorite in the past few years. With the benchmark rate in the U.S. at 5
percent and Japan’s at 1 percent, that generally means a 400-basis-point difference.
Currencies example
For example, CarryTrade Hedge Fund wants to buy up Company XYZ stock and use
leverage to do so. It has $10 million and wants to borrow another $40 million in
leverage.If it were to borrow in the U.S., it might have to pay 10 percent on the loan,
or $4 million. But in Japan, the loan only has 6 percent interest, or $2.4 million. So
on top ofwhateverprofit it makes on the trade,the fund saves $1.6 million in interest.
And ifit plays its cards right,it can also gain a few hundred thousand dollars by timing
the currency market right.
Private equity
As hedge funds are playing an increasingly important role in taking companies
private. At times they partner with more traditional private equity firms, while other
times they’ll buy up the bonds used as leverage in the buyout, or even directlyextend
credit to the buyers in exchange fora stake in the company. The returns are generally
longer-term than most hedge funds are used to, so only the biggest hedge funds
generally engage in any private equity plays.
Real estate
Hedge funds have increasingly invested in hard assets, particularly real estate.
Commercial real estate, in particular, has remained strong despite the downturn in
the residential housing market in the United States. Commercial leasing can provide
steady returns for hedge funds, which can hedge against risks in other markets. And
commercial real estate has generally appreciated in value far more consistently than
residential holdings.
Event-driven
An “event-driven” fund is a fund that utilizes an investment strategy that seeks to
profit from special situations or price fluctuations. Various styles or strategies may be
simultaneously employed. Strategy may be changed as deemed appropriate – there
is no commitment to any particular style or asset class. The manager invests both
long and short in equities or fixed income of companies that are expected to change
due to an unusual event.
Event-driven example
Rob is an event-driven manager who invests in companies that are going through
various restructures. Rob and his team at EventsRUs hedge fund analyze many
company balance sheets and research industries to find any news that could affect
the price of the companies’ stocks. These events include: corporate restructurings
(mergers, acquisitions, and spin-offs), stock buy-backs, bond upgrades, and
earnings surprises.
Rob has noticed that the market is predicting poor sales for AutoZone (AZO) for the
fourth quarter. Ro b has researched the company and noticed that while the industry
is doing well, other analysts are not pricing in price improvements. He therefore
makes a decision to buy AZO under the premise that they will surprise at earnings
and the stock price will go up.
Beg End Profit
Buy: 100 AZO 85 90 $500
Rob was correct and makes a profit of $500 on the trade.
Sector
Sector strategies invest in a group of companies/segment of the economy with a
common product or market. The strategy combines fundamental financial analysis
with industry experience to identify best profit opportunities in the sector. Examples
could be the health care, technology, financial services or energy sectors.
Sector example
Denver is a long/short equity hedge fund manager whose primary trading strategy
focuses on sector trades. After conducting analysis of the financial condition of G M
and Ford, Denver notices that in the automotive sector,G M is a relatively cheap stock
when compared with Ford. Denver purchases 100 shares of G M because G M is
undervalued relative to the theoretical price (what Denver calculates) and the stock
market is expected to correct the price. Simultaneously,Denver sells short 100 shares
of Ford because Ford is overvalued relative to its theoretical price according to
Denver’s fundamental analysis.

By 100 shares of GM @ 55 60 500
Sell short 100 shares of Ford 15 14 100

@
Total $600
Global macro
Global macro is a style of hedge fund strategy that trades based upon macro
economic or “top-down” analysis. Normally the securities are global stock index
futures, bond futures, and currencies.
Global macro trading example

The classic example of this trading style is the trade that George Soros made against
the British pound in 1992. He shorted over 10 billion pounds forecasting that the
British government would allow the pound to break the E MS “bands” (fixed exchange
rate mechanism tying the pound to the deutsche mark) dictated at the time. At the
time, Britain’s economy was struggling because of high interest rates that were
necessary to keep the pound/mark exchange rate within the Bundesbank restrictions
of the European monetary system. On Black Wednesday in Sept 1992, the British
government (after spending billions ofpounds in foreign currency reserves to support
the pound) allowed the pound to fall out of the E MS. Soros reportedly made more
than $1 billion as the price ofthe pound declined rapidly.
The global macro manager constructs his portfolio based on a macro top-down view
of the global economic trends. He will consider interest rates, economic policies,
exchange rates, inflation etc., and seek to profit from changes in the value of entire
asset classes. An example of a trade would be to purchase U.S. dollar futures while
shorting Eurodollar futures. By doing this, a hedge fund manager is indicating that he
believes that the U.S. dollar is undervalued but the Eurodollar is overvalued.
Short selling
The short selling manager maintains a consistent net short exposure in his/her
portfolio, meaning that significantly more capital supports short positions than is
invested in long positions (if any is invested in long positions at all). Unlike long
positions, which one expects to rise in value, short positions are taken in those
securities the manager anticipates will decrease in value. Short selling managers

typically target overvalued stocks, characterized by prices they believe are too high
given the fundamentals of the underlying companies.
Short selling trading example
Amy is a trader for a hedge fund that focuses primarily on short selling. During the
late 1990s dot-com bubble there were many opportunities for short selling
tremendously overpriced securities. Amy sold short Yahoo
(YHOO) at $60 and has maintained the position until today. She has made a
handsome profit since Yahoo currently trades at $48.
Sell Buy Profit
Sell short 1,000 YHOO $60 $48 $12,000
Amy believes that the companies that are prime examples for short selling are those
whose stock market values greatly exceed theirfundamental values.
Emerging markets
Emerging market investing involves investing in securities issued by businesses
and/or governments of countries with less developed economies that have the
potential for significant future growth.
Emerging markets example

A manager would trade equities and fixed income in lesser-developed countries (or
emerging nations/markets) including Brazil, China, India, and Russia. Most emerging
market countries are located in Latin America, Eastern Europe, Asia, or the Middle
East. An example of this would be to trade long the Chinese yuan (CNY) and short
the HK dollar (HKD), believing that the yuan will appreciate relative to the HKD.
Merger arbitrage
Merger arbitrage involves the investing of event-driven situations of corporations;
examples are leveraged buy-outs, mergers, and hostile takeovers. Managers
purchase stock in the firm being taken over and, in some situations, sell short the
stock ofthe acquiring company.
Merger arbitrage trading example

Mike is a merger arbitrage hedge fund manager following a potential merger between
Company A and Company B.

Mike offers one share of Company A, trading at $105, for each share of Company B
stock, currently trading at $80. Following the merger announcement, Company B’s
stock rises to $100 per share. Mike buys Company stock B at $100 and sells short
Company A shares at $105 in an equal to the exchange ratio—in this case 1-to-1. As
the merger date approaches, the $5 spread will narrow as the prices of Company B
and Company A stocks converge. When the spread narrows, Mike’s profits grow—
for example, if Company B stock rises to $101 and Company A falls to $98, Mike
earns $1 on Company B (the long investment)and $7 on Company A (the short).
Mike’s risk is that the deal will not go through and Company B’s share price will drop
back to $80 resulting in a substantial loss forhim.
Value-driven
Value-driven is a primarily equity-based strategy whereby the manager compares the
price of a security relative to the intrinsic worth of the underlying business. The
manager often selects stocks for which he or she can identify a potential upcoming
event that will result in the stock price changing to more accurately reflect the
company’s intrinsic worth.
Value-driven example
Tom is a value-focused hedge fund manager. He pores through the accounting

statements ofthe companies that he invests in and visits executives at many ofthem.
He focuses on companies in the retail sector; because ofhis industry focus, he is also
actually able to visit stores and even speak to the staff working at the company. After
extended research, Tom feels that company XYZ is undervalued (i.e., the stock price
is low given company fundamentals such as high earnings per share, good cash flow,
strong management, etc.) and AB C is overvalued (i.e.the stock price is too high given
the company’s fundamentals).
Tom’s valuation was correct and he made a total profit of $600

Multi-strategy
A multi-strategy manager typically utilizes two or three specific, predetermined
investment strategies, e.g., value, aggressive growth, and special situations. This
gives the investor access to multiple strategies with one investment. These funds also
allow the manager to shift between strategies so that he can make the most money.
This is similar to a situation in which a merger arbitrage manager left his investment
mandate broad enough so that he could invest in distressed debt if the opportunity
arose. Multi-strategy funds can offset some of the risk ofone strategy doing poorly by
employing other strategies simultaneously.

Fund of hedge funds (fund of funds)

A fund of hedge funds is also a hedge fund. This strategy invests in other hedge
funds, which in turn utilize a variety of investment styles. A fund of funds takes
investments from various investors and invests the money into a variety of different
hedge funds. This allows for diversification of strategies and markets and increased
chance of positive returns with low risk.
Like other hedge funds, funds of funds are organized as onshore or offshore entities
that are limited partnership or corporations with the general partner receiving the
management and/orperformance fee.
Funds of funds can offer an effective way for an investor to gain exposure to a range
of hedge funds and strategies without having to commit substantial assets or
resources to the specific asset allocation, portfolio construction and individual hedge
fund selection. The objective is to smooth out the potential inconsistency of the
returns from having all ofthe assets invested in a single hedge fund.
A growing number of style or category specific funds of funds have been launched
during the past few years; for example, funds offunds that invest only in event-driven
managers or funds of funds that invest only in equity market neutral style managers.
The funds of hedge funds now control roughly 35 to 40 percent of the hedge fund
market and have grown at up to 40 percent every year since 1997. This allocation
creates a diverse vehicle and provides investors with access to managers that they
may not be able to utilize on their own. A particular benefit of this type of investment
is the abilityto establish a diversified alternative investment program at a substantially
lower minimum investment than would be required were an investor to invest with
each of the hedge fund managers separately.
INVESTMENT CRITERIA
What makes a good investment? Answer this incorrectly and consider yourself toast.
Specific criteria vary by investment strategy, but here are some general rules if you’re
going long on a traditional stock.
Earnings growth
As a rule, think of investments as a seesaw with growth at one end and risk at the
other. You want earnings growth to be as high as possible, but not surpassed by risk.
Note, we say “earnings” growth if we are the equity holder; we care about what cash
flows to us because debt holders are in line before us to collect on interest. However,
all investors carefully monitor unlevered free cash flow to the firmas a proxy for cash
flow and to evaluate the underlying business.
Have a clear view on the expected growth. You may evaluate it based on the
company’s historical growth rate,peer historical and projected growth rates,expected

growth of the macroeconomics, growth of the market the company services, analyst
estimates and more.
Industry
Determine the attractiveness and competition of the industry. You can use Porter’s
Five Forces as outlined in Chapter 7: Consulting as a beginning point to ask
questions. The key factors are to look at the growth of the industry, consolidation,
intensity ofcompetition, pricing power and differentiation of products.
The growth of the industry is heavily dependent on the product life cycle (page 49).
Businesses that are maturing will have a much lower future growth rate than new
industries; it’s important to take note of this when observing the historical growth rate
of companies. However, don’t discredit maturing firms as they can be cash cows with
lowerlevels ofrisk. Entrepreneurial players willalso develop strategies to revitalize the
industry, like mobile firms switching to 3G networks.
Consolidation refers to companies in the same industry merging. This creates bigger
players who enjoy a competitive advantage that puts pressure on smaller peers.
Economies of scale will lower their prices and brand recognition will increase their
volumes. Consolidation is a sign of a maturing industry—growth now comes from
increases in market share versus industry growth. Rather than the pie getting bigger,
competition intensifies to gain a bigger slice. Some HFs screen for takeover
candidates to enjoy the quick stock price boost from an acquirer’s purchase
premium.
The spread between revenue and cost of goods sold is known as profit margin.
Buying power determines the ease of which price can be adjusted. It is a function of
supply and demand. Kopi Luwak is a type of coffee that can go for up to $300 per
pound because supply is so limited; it is made from coffee beans excreted by a small
mammal, the palm civet, which is indigenous to Indonesia. The cross of supply and
demand applies to suppliers as well. Also, size matters; the bigger the firm, the more
power it can exert.
The industry can be made up of commodities or differentiated products, which

affects price (charge more for differentiated products) and costs (more expensive
materials for higher quality goods). Sometimes an industry can unexpectedly change
from a commodity to differentiated product, like bottled water. Also, though coffee is
a commodity, the Kopi Luwak serves a niche market that can be extremely profitable
for small players (or big,diversified players).
Competitive advantage
Appraise whether the company is better or worse than its peers. Clear evidence
includes patents, exclusive contracts, brand or product differentiation, low/efficient
cost structure and superior management. Companies usually disclose this
information in annual reports. You can evaluate management based on their

experience, which is disclosed, and big hedge funds will regularly keep in direct
contact with senior management.
Capital structure
Know your place. If you are a common equity holder, you have unlimited upside but
you are last in line to collect money in liquidation. The more people (more = number
and size) in front of you decreases the likelihood you’ll be paid back in case of
bankruptcy. At the same time, you want a certain level of debt so that the company
is appropriately minimizing its cost of capital.
Risk
Look at all the previous factors and determine where everything can go wrong.
Understand the volatility of the industry and recognize that new competitors can
come in quickly, leaving existing companies in the dust. Regardless of how great an
individual company is, the overall economy and government intervention can shut it
all down in a heartbeat.
Valuation
Now take everything and attempt to affix a value to it. Given its prospects, is the
company a good value? If its price already reflects its growth, plus more, then it may
not be. Consider your entry and exit prices. Going long on equity usually means
screening for undervalued companies or taking a bet on future positive events.
Portfolio considerations
Maybe you really like Yahoo!now but already have 30 percent ofyour money invested
in Google. This increases your risk in the tech sector. Depending on your strategy
and objectives, you’ll need to look at your overall portfolio.
KEEP SHARP
Preparing your own investment pitches will sharpen your interviewing mindset. Read
research reports and other market commentary to gain knowledge depth. Even
better, track the interviewing firm’s portfolio.

Tracka hedgefundportfolio
13F: Institutional investment managers disclose their holdings on a quarterly
basis to the SEC with the 13F form. This applies toany manager overseeing over
$100 million. Note that this only applies toequity holdings, so funds specializing
in commodities, foreign markets, derivatives, etc., will be tougher to track.
Modeling test
You may need to create a model for a formal test or for your own investment ideas.
You’ll rely mostly on DCF and trading comparables, plus any other valuation
methodologies that are popular for the company’s peer group. Some research
analysts offer their research models to investors; if you can access or buy these,
definitely take a look.
SAMPLE QUESTIONS
1. Ifyouhadonlythreequestions toaskthesenior managementof a company,

whatwouldtheybeand why?
The answer to almost every question in this section is “it depends.” Ideally, you
want to zero in on the issues that affect value the most, which depends on the
company. It should be obvious that you should ignore questions that can be
answered through publicly available information. Remember, you are looking for
the balance of growth and risk, so your questions will center around the future
regarding strategy, industry, competition and capital structure.
2. It’sFriday andyouaregiven10potentialcompaniestoinvest in. Youneedto

present two at Monday’s investment meeting. The companies are in the
following industries: biotech, paper products, hotel chain, utility, fast-food
chain, pharmaceutical, luxury retailer, discount retailer, computer
manufacturer and a conglomerate (GeneralElectric). How do yougo about
evaluatingthese?
This question is tough, but quickly gauges your interest in the market. You need
to display your breadth in various industries, efficiency in understanding what
makes a good investment, and lots of common sense. You don’t have all day to
answer this question, and you only have a weekend to review these ideas, so you
want to state that you’d like to eliminate as many companies as you can in the
beginning so you can just focus on a few investment ideas to present. Throw out
General Electric, given there’s way too much to look at and it’s so heavily covered

by analysts that you won’t find anything new in a weekend. Based on the current
depression, throw out the luxury retailer and hotel chain. Before the work day
ends, call up research analysts at various investment banks for as much
information as you can get, like research reports, comps and their personal
opinions. After reviewing that information plus historical stock price charts,
company filings, and recent news, you’ll want to call those contacts up again to
answer any more questions that may have arisen. Now, hopefully, you’ve
eliminated a lot more companies. After discussing what the general steps are to
evaluating an investment, you’ll want to ask your interviewer questions that will
help you narrow the field more. The answer isn’t exactly which two industries
you pick—it is the depth and breadth of your thinking process. A slam dunk
answer incorporates industry-specific knowledge.
3. Give meabull andbearcase onXenergycommodity.

This requires you to keep up on the markets that your interviewing firm tracks.
You must always be able to argue both sides of any investment idea equally.
Commodities are a strict result of supply and demand. What is today’s demand
and what is expected in the future? You know that energy needs are rising, but
there’s a huge push to remove reliance on fossil fuels and move to renewable
sources like solar and wind. However, how successful that will be is anyone’s
guess. On the opposite side, there is a constant discussion concerning supply;
oil and gas are supposed to dwindle. These kinds of arguments point to bull
cases for certain energy commodities, but crude oil has fallen dramatically from
mid-2008 to early 2009 because of the slowing global economy, rising
inventories, etc. Again, research reports will give you great insight to answering
this question.
4. Youhave three companiesin three different industries:retail, tech, and

pharma. Whatwouldyoulookfor in their 10-Ksbeyondfinancials?
Again, this tests your breadth and depth of knowledge in various industries.
You’ll want to be more specific than whatever answer can be provided in this
guide. The general key thing to look for in retail is its strategy of product
differentiation and the sustainability ofthat strategy (zero in on competitors). For
tech, what is the growth of its industry or market share (zero in on longevity of
product life). For pharma, measure the current patents in terms of years to
expiration, and note the level of development of drugs in its pipeline. Really in
all three, you’re looking for the same investment criteria, but this question tests
whether you can talk the talk, so brush up on your industry lingo.

5. What determines the premium youplace ongrowthstocks relative to their

peers?
All the criteria that goes towards a good investment determines the premium you
place on a growth stock. A fast wayto think about the premium on growth stocks
is the P/E versus PEG ratio: P/E/EPS growth. The PEG ratio is a trading valuation
metric for evaluating the relationship between the price of a stock, EPS and the
company's expected growth. In general, a P/E ratio is higher for co mpanies with
higher growth rates, so dividing P/E by the expected growth rate is a convenient
metric to compare companies with different growth rates. A fairly valued
company should theoretically have a PEG ratio of 1. Thus, by setting PEG to 1
and solving for growth rate, you can gather a sense of what premium the market
is putting on the particular stock.
6. Whatis thestrategyof ourfund?

This is specific to the firm with which you are interviewing. Try to do the
following:
• Search the Web to find any articles on the fund.

• Search Bloomberg to find any articles written on the fund.
• Use the Hoovers database to see if the management firm is listed.
• Refer to the reference section to figure out whether the fund has any
information posted in the databases.
Once you have found the strategy that the fund is pursuing, research the current
environment of the fund. For example, if it is a merger arbitrage strategy, look to
find any recent announced mergers and prepare to discuss your opinions.
7. Youareontheboardofdirectorsofacompanyandownasignificantchunk of
thecompany. TheCEO, inhisannualpresentation,states that thecompany’s
stock is doingwell, asit hasgoneup20percent inthelast 12 months.Isthe

company’sstockinfactdoingwell?
This is a trick stock question that you should not answer too quickly. First, ask
what the Beta of the company is. (Remember, the Beta represents the volatility
of the stock with respect to the market.)If the Beta is 1 and the market (i.e., the
Dow Jones Industrial Average) has gone up 35 percent, the company actually
has not done too well compared to the broader market.

8. Doyouknowwhatthedifference betweenaput andacall optionis?

A put option gives the holder the right to sell the underlying stock at a specified
price (strike price) on or before a given date (exercise date). A call option gives
the holder the right to buy the underlying stock at specified price (strike price)
on or before a given date (exercise date). The seller of these options is referred
to as the writer—many hedge funds will often write options in accordance with
their strategies.
9. Whatis meantbytheterm“securitieslending”?
This is the loan of a security from one broker/dealer to another, who must
eventually return the same security as repayment. The loan is often
collateralized. Securities lending allows a broker/dealer in possession of a
particular security to earn enhanced returns on the security through finance
charges.
10. Whatis convertiblearbitrage?

It’s an investment strategy that seeks to exploit pricing inefficiencies between a
convertible bond and the underlying stock. Managers will typically long the
convertible bond and short the underlying stock.
11. Whatareyouassumingwhenyoushortthe junior piece of a capital

structure andlongtheseniorpiece?
You are assuming your return will make up the negative carry you will have to
pay due to the higher interest rate on the junior piece ofdebt.
12. Ofthefourdebt covenants(minimumEBITDA, maximumcapex, minimum

interestcoverage,maximumleverage),whichoneis themostimportant?
Minimum EBITDA because EBITDA is the basis ofvaluation, and ifthe company
can’t make its EBITDA covenant, it’s a signal that there might be something
operationally wrong with the company. A company can sell assets to pay down
debt and reduce interest expense, but that will not solve underlying business
problems.
13. Given negativenewsaboutacompany,whathappenstothepricing of the

equity versusthesenior debt?
Since equity is riskier and there is more uncertainty associated with it, the equity
will be more volatile and decline in price by a greater percentage than the debt.

14. Youhave a8 percent notematuringin five yearstradingat 80. Whatis the

currentyield?
20 /80 = 2 5 % /5 = 5 % + 8 /80 = 1 5 % minus compounding = ~14%.
15. The current one year interest spot rate is 5.2 percent and the six-month
interest spot rate is 5.4 percent. What is the implied forward rate for the
secondhalfoftheyear?
The rate over the first six months and second half of the year must average out
to give 5.2 percent for the full year. So 5.2 percent = (5.4 percent + unknown
forward rate)/2, which solves to 5.0 percent. The spot rate is the price that is to
be paid immediately (settles in one to two business days). In contrast, forward
rates are the projected spot rates, which can fluctuate based on the market.
Basically, buying a forward means you’re locking in a price now for future
settlement, though the true spot rate that settles then may be different.
16. Define thedifference betweenthe“yield”andthe“rateof return”ona bond?

The “yield” on a bond is the return you earn if you hold the bond to maturity
versus the rate of return is the actual realized return to the bond holder. So, if
the bond is sold before maturity, the rate of return can be higher or lower than
the yield. A bond may have a promised yield of 5 percent, but you bought this
before the economic crisis, so interest rates have dramatically fallen. This
increases your rate of your return ifyou sell now; ifyou hold to maturitythen your
yield and return will be the expected 5 percent.
17. Whatdoesthe termdeltamean?

It is the change in price of an option for every one point move in the price of the
underlying security (a first derivative).
18. Whatis meantbygamma?

Gamma is a measurement of how fast delta changes, given a unit change in the
underlying price (a second derivative).
19. Whatdoesthe termvegamean?

Vega is the change in the price ofan option that results from a 1 percent change
in volatility.

20. Whatis meantbyrho?

Rho is the dollar change in a given option’s price that results from a 1 percent
change in interest rates.
21. Whatdoesthe termthetamean?

Theta is the ratio of the change in an option’s price to the decrease in its time to
expiration, also called time decay.
22. Whatis duration?

Very simply put, duration is the measure of sensitivity of a bond’s price to
changes in interest rates. Duration is measured in years. Typically, the longer
the bond issuance, the more sensitivity (as there are more cash flows in later
periods) to interest rates, and the higher the duration. Therefore, the lower the
duration that a bond has, the less volatility and sensitivity to interest rates it will
have.
23. Whatis convexity?

As duration is the measure of sensitivity of a bond’s price to changes in interest
rates, convexity is the measure of sensitivity of a bond’s duration to changes in
interest rates. In essence, duration could be considered the first derivative of a
bond’s interest rate sensitivity and convexity the second.
24. All else beingequal, whichwouldbe morevaluable:aDecembercall option

for eBayoraJanuarycall optionforeBay?
The January option: the later an option’s expiration date, the more valuable the
option.
25. Whydointerest ratesmatterwhenfiguringtheprice ofoptions?

Because ofthe ever-important concept ofnet present value, all else being equal,
higher interest rates raise the value of call options and lower the value of put
options.

MORE SAMPLE QUESTIONS

These questions require personalized answers. Maintain a real or ghost portfolio, and
keep up to date on the markets.
1. If youhad$10,000 toinvest, whatwouldyoudo?

2. Whatstocksdoyouown?Tell meaboutyourportfolio.
3. Whatareyourlong andshort ideas?
4. Whatis theFed Fundsrate?Othereconomicindicators?
5. Whatdoyouthink oftheeconomy?
6. Wheredoyouthinkinterest rateswill beoneyearfromnow?
7. Whatdo youthinkof BenBernankeandhowis helikely todifferfrom
Greenspan?
8. Whatdoesthe yield curvecurrently looklike, andwhatdoesthatmean?
9. Whathappenedin themarketsduringthepast threemonths?
10. DoyoureadThe Wall Street Journal everyday?What’sontoday’sfront page?

LeveragedBuyouts(Private EquityOnly)
PRIVATE EQUITY’S GOLD EN EGG
The basicdefinition
A leveraged buyout (“LBO”) employs financial leverage to acquire a company. Often,
the assets of the acquired company are used as collateral for the debt; then the
bought-out business generates cash flows, which are used to pay down the debt.
LBOs allow private equity firms to make large acquisitions without having to commit a
lot of capital (equity).
The most popular type of LBO buys a public company, which then is quoted as a
company going “private.” The rationale is that a company can be more valuable as a
private company. Perhaps the public markets are undervaluing it, or management
can be more effective without the scrutiny of quarterly earnings reports to public
shareholders. Moreover, the burden of governance, like Sarbanes-Oxley, is removed,
which frees up time and resources.
When successful, LBOs generate high return because, as the equity holder, the
sponsor receives all the benefits of any capital gains (while debt holders have a fixed
return). Leverage magnifies these gains, allowing private equity firms to make
outsized returns on investments in boom cycles.
Today, the current credit freeze and economic decline have significantly decreased
LBO prospects. Additionally, the changing political climate will affect the way private
equity is defined.
THE BEGINNING
The history of private equity can be traced back to 1901, when J.P. Mo rgan—the
man, not the institution—purchased Carnegie Steel Co. from Andrew Carnegie and
Henry Phipps for $480 million. Phipps took his share and created, in essence, a
private equity fund called the Bessemer Trust. Today the Bessemer Trust is more
private bank than private equity firm, but Phipps and his children started a trend of
buying exclusive rights to up-and-coming companies—or buying them outright.
Yet, although there were pools of private money in existence between the turn of the
century and through the 1950s, these were primarily invested in startups, much like
today’s venture capital firms. The notion of a private buyout of an established public
company remained foreign to most investors until 1958, when President Dwight D.
Eisenhower signed the Small Business Act of 1958. That provided government loans
to private venture capital firms, allowing them to leverage theirown holdings to make
bigger loans to startups—the first real leveraged purchases.
79
Leveraged Buyouts (Private Equity Only)
Soon, other companies started playing with the idea of leverage. Lewis B. Cullman
made the first modern leveraged buyout in 1964 through the purchase of the Orkin
Exterminating Co. Others followed,but the trend quickly died by the early 1970s. For
one, the government raised capital gains taxes, making it more difficult for KKR and
other nascent firms to attract capital. Pension funds were restricted by Congress in
1974 from making “risky” investments—and that included private equity funds.
GREED IS GOOD: MOD ERN PRIVATE EQUITY

These trends started reversing themselves in the 1980s, when Congress relaxed both
pension fund restrictions and capital gains taxes. Money flowed back into private
equity funds, and some ofthe best-known firms were founded—Bain Capital in 1984,
The Blackstone Group in 1985 and The Carlyle Group in 1987.
Carl Icahn made a name for himself as a corporate raider with his LBO of TWA
Airlines in 1985, and KKR raised private equity’s visibilityto a new high with the $31.4
billion acquisition ofRJR Nabisco in 1988.
This was a time of growing pains for private equity as well as intense success. Many
firms realized that they couldn’t act in a bubble, as KKR found out with a ton of
negative publicity surrounding the RJR Nabisco deal. Tom Wolfe’s The Bonfire of the
Vanities gave all of Wall Street a black eye, and Gordon Gecko’s “Greed is good”
mantra from Wall Street was pinned on private equity firms as a whole. B y the time
the 1990-1991 recession took hold, private equity firms resumed a low profile,
waiting forthe next boom.
The tech boom

The tech boom of the 1990s was a unique time for private equity. Stock prices
soared, even for companies that had no business being publicly traded, let alone
having a rising stock price. It became inordinately difficult for a private equity firm to
create value through the traditional buyout method.
But at the same time, venture capital was on the rise, fueling a surge of new
companies. As one venture capitalist put it at the time, “Look, I’ll throw $1 million at
10 different companies. If one company succeeds, that’ll bring me $50 million. So
it’s worth it in the end.” So the major private equity firms shifted gears and
participated in the boom through startup funding. LBOs still occurred, but at far less
impressive levels than in the 1980s.
Amaturing industry
The dot-com bust of 2000-2001 brought the markets back to reality and unearthed
new opportunities for private equity firms. Some firms swept in to buy good
companies on the cheap, waiting forthe bust mentality to pass before returning them

to market. Others simply enjoyed the fire sale, and bought technology and patents for
resale, dismantling the failed companies in the process.
By 2003, the market had returned to a bull cycle, but with some notable changes.
Congress had enacted the Sarbanes-Oxley Act, which tightened regulations on public
companies and what they could say and do. The new bull market was very much
focused on companies “hitting their numbers” instead oflong-terminvestment in new
business. Those pressures combined to make private buyouts seem attractive to
potential target companies.
Furthermore, the rise of hedge funds created a great deal of wealth that needed new
homes, and broadened the number of potential investors in private equity. Soon,
newly wealthy individuals, hedge funds and major Wall Street institutions were all
piling into private equity, and the firms enjoyed even more success, leveraging their
newfound capital into major multibillion-dollar deals. The record RJR Nabisco buyout
was eclipsed twice in 2007 alone.
THE S U M M E R OF 2007
Early on, 2007 was shaping up to be a remarkable year for private equity firms.
Private investors LBO’ed the nation’s largest utility, TXU Corp., in a record $44.3
billion private buyout that had the heads of Blackstone and KKR gladhanding
members of the Texas Legislature in what many saw as a symbol for private equity’s
increasing clout.
Then, in the summer, the whole private equity wave came crashing down. And it
wasn’t even the firms’ fault. LBOs became the latest victim of the housing and
mortgage crisis.
Whereit began
Ever since the dot-com crash and subsequent recession of 2000-2002, investors
disillusioned with high-flying stocks started investing in tangible assets, mostly real
estate. B y 2004, the condo-flipping craze was in full swing. Prices had soared
considerably in just three to four years—threefold in places like Los Angeles, Las
Vegas and Miami. The national banking system helped fuel the craze with mortgages
supported by historically low interest rates and relatively easy terms.
But in June 2004, the Federal Reserve started raising interest rates, which went from
1 percent at the start of 2004 to 5.25 percent in July of 2006, where they remained.
Yet housing prices continued to climb as speculators jumped in and out of house
purchases. That left the average homeowner struggling to afford a home. In
response, mortgage lenders started pushing unusual mortgage products—everything
from 50-year mortgages to interest-only, adjustable-rate loans. And because home
prices had been on such a strong trajectory, many banks relaxed their lending
requirements for“subprime” mortgages—loans to high-risk, poor-credit borrowers.

The reasoning was that even these borrowers could refinance once theirhome prices
appreciated substantially.
The fall
The irrational exuberance in housing started falling apart in spring and summer
2006, when prices leveled off and luxury homebuilders, responsible for half-filled
communities ofMcMansions around the country,started lowering the profit forecasts.
Housing prices evened out, then started falling in the majority of cities around the
country. And all of those adjustable-rate mortgages began adjusting higher. Without
the expected jump in home value, many borrowers, especially those with subprime
mortgages, couldn’t refinance and were stuck with payments they could no longer
afford.
The effect of all of the late payments, loan defaults and home foreclosures wasn’t
limited to mortgage brokers and banks. Many mortgage lenders packaged their loans
into mortgage-backed securities—bonds backed by the expected inflow of payments
from borrowers as well as the value of the homes mortgaged. But with borrowers
defaulting and home prices falling, the value of these bonds dried up. And the big
banks and hedge funds holding this paper found themselves hit hard. Bear Stearns
had to close two billion-dollar hedge funds in June because of the hit these bonds
took, and Goldman Sachs spent $2 billion of its own money in August to prop up
another fund.
And, of course, both hedge funds and majorbanks were hit not only with depreciating
mortgage-backed securities, but also a severe correction in the equity markets and
bond yields that finally normalized afternearly two years ofinversion.
Squeeze down
This resulted in a general tightening of credit. Nearly all major investment banks had
mortgage-backed investments, and those with consumer arms also felt the pinch
from mortgage defaults. Hedge funds, the other major source of leverage, faced the
bond and equity problems, along with increased redemptions from worried investors.
The effects were seen as early as June, as Cerberus Capital Partners had difficulty
borrowing the $12 billion needed to buy the Chrysler Group. It got the financing, but
at less beneficial terms than it had thought. And it’s unlikely that the new ownership
will find underwriters to help lever Chrysler’s dwindling assets for investor payoffs, let
alone the capital the struggling automaker needs to keep making cars.
Many deals were unable to close after the credit markets froze over. The media
watched several unravel given the financing and market conditions, such as J.C.
Flowers’s venture forSallie Mae and Blackstone’s deal forAlliance Data Systems.
“It's tough to do an LBO without ‘L,’” said Greg Ledford, managing director at private
equity firm The Carlyle Group. “Along with the industry, Carlyle is spending a lot of
time just on our portfolios to make sure they can ride out the economic slump.”

Future prospects
The defeated market has significant dropped prices, making many asset valuations
attractive. However, the problem of nonexistent credit lingers. The year 2009 will be
tough, but there’s still money in the funds to be put to work. Restructuring
opportunities will be a main focus, and deals will probably be smaller and perhaps
shifted to emerging markets.
Given the market, it may be tough to be overly bullish on private equity firms right
now. But historically, even during the worst market cycles of the last three decades,
private equity firms remained busy, buying companies and generally going about their
business. Like most things on Wall Street, private equity experiences boom and bust
cycles. The boom since 2003 has been unprecedented, and private equity investors,
management and employees made billions. Private equity firms will likely make what
acquisitions they can, and then scale back fund raising and operations fora few years
until things improve again. They won’t be going away...just retrenching.
HOW PRIVATE EQUITY WORKS

Private equity generally works the same way throughout Wall Street, whether we’re
talking about an independent private equity firm, a newly public firm like The
Blackstone Group, or a fund that’s part of a major investment bank or hedge fund.
Private equity companies, or divisions, have to create a fund and finance it, find
potential investments, line up additional financing, make the deal, fix up the company
and determine the exit strategy. Here’s a look at how itworks.
Creating afund
Private equity firms can have multiple funds running at the same time. Some are
specialized, say in distressed debt or venture capital, while others are simply giant
pools of cash the firm can use for any investment it sees fit. To create a fund, of
course, the firm has to find cash.
Show me the money
A well-established private equity firm has reasonably dependable sources of capital

for its funds. Major banks, pension funds, hedge funds and other Wall Street
stalwarts are generally willing to give a fund several hundred million dollars each to
get it started. Major universities and charities are also good sources of funds, since
their endowments generally aren’t used for operational purposes. Finally, private
wealth management organizations sometimes pool the money of some of their high-
net-worth clients—and generally only those who can measure their worth in the
hundreds of millions—in order to make a private equity investment.

And of course, the managing directors and ownership of the private equity firm also
puts capital into any given fund. For successful private equity investors, that can be
valued at several hundred million dollars.
All of these sources of capital, pooled together, create the private equity fund. Major
private equity firms can have more than $10 billion in assets, though outside a
handful ofthese top firms, such funds tend to be in the $2 billion to $5 billion range.
Why invest?
The funds operate much like a mutual fund, in that each participant or entity receives
a return on its investment commensurate with the performance of the fund and how
much each institution put in. Yet there are notable differences. Private equity firms
require major commitments of time for each investment—you can’t get your money
back for anywhere from three to five years, for starters. That’s roughly the same
lifespan ofa major private equity investment, and the private equity firm won’t be able
to execute on its strategy without assurance that the money will be there.
Depending on the kind of fund, there may be regular payouts for its investors, but in
many cases, investors may have to wait the full term before getting their returns. It’s
because of this wait, in part, that private equity investors start levering up their new
acquisitions almost immediately upon purchase. Yes, some of the capital is used to
expand the business and make the changes that will bring about greater profits—but
some is used simply to give investors a chunk of their money back shortly after the
investment is made.
Finding atarget
Research
Once a fund is created, the private equity firm then needs to find appropriate
investments. Depending on the market environment, the time this takes can vary
between weeks and years. Until a target is found, the fund’s resources are generally
put into relatively safe investments, such as high-grade corporate bonds, blue-chip
equities or Treasuries.
Private equity firms are constantly researching possible investments, even before the
funds are created. These possibilities, in part, are major selling points for potential
investors, who need to be reassured that the fund can put theircapital into action as
efficiently as possible.
Few private equity firms have the kind of massive staff of analysts on hand to do
research on the bulk of publicly traded companies around the globe. Instead, they
depend on the major investment banks for basic research, then go through daily
reports with a fine-toothed comb for signs of possible investment. Some potential
targets are easy to spot—the companies that put themselves up for sale, will attract
interest, though these are by no means certain. Some companies may simply not be

worth the time and money needed to turn them around. Even among publicly traded
companies, there’s such a thing as a bad company.
There are also companies that privately court private equity bidders. Generally, these
contacts aren’t made via press release, but are done quietly, with the head of M&A
for a major Wall Street firm making a call to a private equity firm’s managing director.
Often,the company’s books are laid open to the private equity firm’s researchers, who
can then determine if there are enough efficiencies to be gleaned to make an
acquisition worthwhile.
The diamond in the rough

In still other cases, private equity firms will explore companies through their public
filings and Wall Street analysts’ research, and go to them independently with the
potential of a takeover. In some cases, these companies may not have given much
thought to a leveraged buyout—perhaps they had a longer-term plan to achieve the
efficiencies that a private equity firm could make happen much faster, or perhaps
they didn’t even see the potential forthe kinds of major improvements a private equity
firm might propose. Sometimes a company is the perfect adjunct to another of the
private equity firm’s portfolio companies, and the firmseeks to create a private merger
between the two, which would boost the value of both once they’re rolled out into the
open market.
Occasionally, a private equity firm will spot opportunity in a previously announced

deal between two public companies or an LBO by a competitor. If the research shows
the company could do a better job of creating value than the existing bidder, the
private equity firm might jump in with a higher offer.
And that’s the key to the entire research process—creating value. The private equity
firm’s demonstrated expertise must fit well with the target company’s opportunities,
and there must be a relativelyquick “fix” that will bring the fund’s shareholders value
within the three- to five-year time frame. Most firms have several dozen potential
opportunities on their “wish list” at any given time, just waiting for the last few pieces
of the puzzle to fit into the investment scheme. Sometimes it’s a question of an
anticipated failure in a division, other times it’s simply waiting for the stock price to
fall enough to make a deal worthwhile.
Making the deal

The offer
When the opportunity seems ripe, the researchers and deal makers work together to
create a buyout offer. This offer doesn’t simply include a per-share price, but rather
is a detailed plan for the co mpany over the life of the buyout firm’s involvement. To a
degree, it includes the areas in which the private equity firm can bring additional
value to the company, as well as how much the firm plans to invest in the company’s
operations. Not all the cards are laid out on the table, however. “You don’t want to
just spell out exactly how they can unlock billions in value,” says one longtime private

equity negotiator, who asked not to be identified for fear of giving those across the
table from him an advantage. “You want to tell them the value is there, and maybe
lowball it some, but you want them believing that you’re the only one who can dig it
out.”
Haggling over the terms

All of the usual tricks and ploys used in traditional M&A deal making are on display
in a leveraged buyout. Both sides can use Wall Street analysts and the broader media
to bolster or hurt the target’s share price. The futures of top management at the
target firm must be taken into account. Projections of cost savings are bandied back
and forth. But in addition to the typical deal-making tactics and rhetoric, private
equity firms have a few aces up their sleeve that a public company buyer might not.
For one, private equity buyouts, in many cases, preserve the target company’s
identity; it’s not getting swallowed up by a larger rival. They also give current
management an opportunity to right the ship without the scrutiny that comes from
being a publicly traded company. Since the dot-com bubble burst in 2000-2002,
many investors have become increasingly insistent that companies “make their
numbers” each quarter, surpassing quarterly revenue and profit estimates from Wall
Street analysts. If they miss estimates, the stock is punished—sometimes severely.
Privately, some CEOs have complained that the drive to make their numbers has
hampered their ability to make the necessary long-term investments to drive long-
term growth of their businesses. Instead, they hit their numbers and store up cash
on their balance sheets to use in share buyback programs and higher dividends to
appease public shareholders.
The other side: private owners
To have a private ownerwilling to invest foreven a three- to five-yeartime frame would

seem like a vacation. And the ability to put free capital back into the company is just
good business. It can be a compelling mix,even for the healthiest company.
And for companies not so healthy, a buyout can be a boon in other ways. For one,
the infusion of capital from private equity owners can bring about big changes in a
short amount of time. Private ownership can also handle the more unpopular chores
related to a turnaround, including layoffs and dealing with past creditors. The private
ownership can also help top managers save face, especially if they were responsible
for distressing the company in the first place. A top manager whose policies may
have failed can still leave with his or her reputation intact by creating shareholder
value for a buyout, usually by getting a bid with a hefty premium over the current
share price. The fact that said management also leaves with a nice golden parachute
is also compelling.
How long does a deal take?
Once negotiations start, agreeing to a rough framework of a deal can take months,
but in reality is a two- to four-week process—private equity firms choose their targets
carefully, after all. Once an agreement in principle is reached, it’s announced to the

general public and the target’s management gets to enjoy the subsequent boost in
share price. From there, months of additional negotiations take place, during which
time the private equity firm gets a complete accounting of the company’s operations
and financial health, and the final details on layoffs, compensation, operational
adjustments and finances are all ironed out. The deal then goes to the target’s
shareholders for approval. Once that happens, the private equity firm pays each
shareholder the agreed-upon amount per share, and the company officially becomes
a private entity owned by the takeover firm.
Getting financing
You may have already noted that the major deals announced in 2007 are far greater
in value than the total value of a typical private equity fund. Welcome to the world of
private equity financing, which puts the “leverage” back in leveraged buyout.
It’s rare that a private equity firm will simply buy a company outright with its own
money. For one, even the biggest private equity fund could only manage to buy a
company on the small end of the large-cap scale. And as any fund manager will tell
you, it’s never wise to put all your money into a single investment. So instead, the
money that private equity firms raise is, essentially, seed money. To get the rest,
private equity firms enlist banks and hedge funds.
Loans
There are plenty of different ways to raise leverage. The first is a simple bank loan—
simple, of course, ifyou consider $10 billion a simple sum ofmoney. But, in essence,
the private equity firmpromises to repay the bank the money borrowed with a certain
amount of interest. This is generally backed by either the private equity firm’s own
resources or, more likely, the value of the enterprise to be purchased. In theory, if the
firm defaults on the loan, the bank can go after the purchased company and/or the
firm itself. In reality, this rarelyhappens; if there’s a problem, the two sides iron out a
solution that, sometimes, can even involve the bank pouring more money into the
target company or private equity firm to affect a greater turnaround.
Sometimes these loans are simply that: loans from a bank. In many other cases, the
private equity firm will float a corporate bond, based on the perceived value of the
enterprise to be purchased. In fact, over the past few years, private equity firms have
sought to lever up their new companies as much as possible. That’s not simply
because they want as much capital as they can get to expand the companies. At
least some of that leverage goes back to the private equity fund as a “special
dividend” for the people who just bought the company. Much of that new debt stays
on the target company’s books throughout the private takeover period and on through
the exit strategy.
Here’s an example, admittedly somewhat extreme, of how financing works. The Ford
Motor Co. sold car rental chain Hertz Inc. to Clayton, Dubilier & Rice, The Carlyle
Group and Merrill Lynch Global Private Equity for $5.6 billion in September 2005.
The three private equity funds put up $2.3 billion—the rest came from debt that
ended up on Hertz’ balance sheet. Indeed, shortly after the sale, the private equity
firms got $1 billion back in dividends. Ten months later, Hertz Global Holdings was
re-introduced to the marketplace in an initial public offering that raised roughly $5
billion. The three private equity firms logged a $4 billion paper profit on the deal
through more special dividends and, it should be noted, about $100 million in fees
charged by the private equity firms! Hertz is still paying off the debt used by the
private equity firms to buy the company in the first place.
Working with hedge funds
Over the past three to four years, private equity firms have increasingly paired up with
hedge funds, essentially coming together with pools of private capital to buy out a
company. The hedge fund, instead of getting a fixed amount for its investment, will
often go along for the ride, hoping for the same outsized returns the private equity
investors will get.
Unlockingthecompany’svalue
Some companies may not need to be “fixed,” per se, but the whole reason they were
brought private was because the private equity investors saw ways to unlock
increased value within the company that wasn’t being used. In the next one to five
years, the private equity investors go to work on leaving the company, ideally, in a
better state than they found it.
Leaving theirmark
A company bought out by a private equity firm won’t notice what happened the day
after the deal closes, but within a year, the firm will have left an indelible mark on the
company. Inefficient processes are tossed out without a second thought, activities
and supply chains are streamlined, the company’s workforce is often cut back (at
least through attrition if not outright layoffs), and new initiatives and, in some cases,
new products are introduced.
The firm’s role in this stage of the process is to set definitive goals for improvement
and lead the company to make those goals a reality. Targets are set—often during
the deal-making process—and are reached through the leadership of the private
equity firm’s consultants and hand-picked managers. There are often those within
the newly private company who will bemoan the changes; they’re generally the ones
who will be shown the exits first. Private equity firms have neither the time nor the
inclination to be sentimental about their new purchases, and thus the changes that
take place can be jarring and drastic. A good private equity firm, however, will take
the time to get the employees to buy into the new program, which helps everyone—
the employees keep their jobs and feel good about change, while the private equity
firm gets a quicker and more efficient outcome.

Pulling it off
There are, of course, an infinite number of ways to unlock value in a given company.
Retail chains are popular targets of late be cause underperforming outlets can be
closed and the real estate sold. (There was talk that Toys “R” Us would be shuttered
entirely by private equity owners since the company’s real estate was actually worth
more than the toy business. The Times Square property alone would’ve been a
billion-dollar parcel.) Industrial companies can be improved with new machinery and
tighter supply chains. Payrolls can be reduced, debt can be restructured and a
variety of expenses can be cut through using different vendors or items. New
customers and contracts are pursued.
Alternatively, the “fix” may involve disbanding the company, either in part or
altogether.Smaller conglomerates tend to be unwieldy—so why not focus on the core
business and sell off the other divisions? Perhaps there just aren’t enough synergies
within the company, so the divisions can be sold off to rivals. So long as it generates
capital or the potential of higher profit down the road, the private equity firm will do
whatever it takes.
THE EXIT STRATEGY: RETURN ON INVESTMENT

Private equity firms aren’t in the business of actually owning companies. They buy
and sell companies like one would buy an old house, fix it up and resell it for a
handsome profit. At some point, the private equity firm will want to close out the
investment and reap the returns.
The three main options are sale,IPO and recapitalization.
Sale
In an outright sale, the “fixed up” company is sold to someone else, generally a larger
public or private company. It can be sold to a strategic company (corporation) or to a

financial player, like another PE firm who will reuse it as an investment opportunity.
Alternatively, the private equity firm may opt for a sum-of-its-parts strategy, selling off
the company piecemeal. This is particularly popular when a private equity firm
purchases a distressed or even bankrupt company that has more than one operating
unit. The units can be broken apart and sold to competitors, who are likely to pay a
premium to buy up market share at the expense of a one-time rival. Some private
equity firms will even purchase a company solely forthe purpose of merging part of it
with another portfolio company to strengthen the latter, and then sell off the rest of
the former company. This is, of course, a necessarily broad overview of how private
equity deals work. There are many private equity funds that specialize in distressed
debt, early-stage venture capital investing and other wrinkles. But ultimately, the
roles and the process are generally the same.

IPOs
The IPO route is quite similar to that of any other company seeking to go public. The
private equity firm hires an investment bank to underwrite the offering. The
investment bank does an assessment of what it thinks the enterprise is now worth;
ideally, the private equity firm has brought enough value to the company to make it
worth more than the initial purchase price. The private equity owners and investment
bank come to a consensus ofvalue, and then the company goes on a junket with the
investment bank, giving institutional investors and Wall Street analysts a “road show”
to discuss how much the company has improved and what it’s worth now—and, of
course, what it will be worth in the years to come. Ultimately, the company sets an
offering price and a date, and stock is floated. Generally, the private equity firms will
retain large chunks ofequityin the company, floating anywhere from 20 to 90 percent
of the stock on the open market. The proceeds of the IPO usually go to the private
equity firms. Sometimes the firms will float only a minority of the outstanding shares,
leaving them with effective control of the company. The private equity firm may
unwind its position in time, of course. Other times, the firm is simply interested in
getting out with as much money as possible. It may hold on to a stake to see how
much it appreciates, however, building even more value forits own stakeholders.
Private equity firms are partial to IPOs because they bring about returns in several
stages. When the firm releases stock to the public, it receives the returns. It then gets
to see its remaining stake appreciate, and can participate in dividend and stock
buyback programs as well.
Recapitalization
Recapitalization refinances the capital structure so that the private equity firm is
leveraging to replace equity with more debt. This extracts cash from the company.
Frequently, this route is used if an immediate exit strategy is not opportune at the
time.
GENERATING RETURN
As previously touched upon, PE firms seek to unlock value in LBO investments,
leaving the company better than first acquired. They realize this value when exiting
with a higher equity value than originally invested. The specific ways to increase
equity value can be divided in three methods.
EBITDA/earnings growth
The purchase and exit price is based on the company’s earnings prospect. You’ll
most frequently see the price quoted as a multiple of EBITDA, so EV/EBITDA.
Multiples vary by industry; expect higher multiples with higher growth industries.
Therefore, ifyou buy in at a 6.0x EV/EBITDA and exit at the same multiple, you can

realize a return by increasing the denominator, EBITDA, so that the numerator

increases. As long as the relative amount of debt is not higher at exit,then the equity
portion of that numerator, enterprise value, will increase. EBITDA can be increased
by any of the line items, like increasing sales, improving gross margin, lowering
operating expenses, etc.
FCF generation/debtpaydown
The LBO theory is premised on the large amount of debt used to acquire targets.
Using the company’s cash flows to pay down the debt increases the equity that goes
back to the sponsor. Free cash flow available to pay down debt is basically after-tax
EBIT plus depreciation and amortization, less capital expenditures, less increase in
net working capital, less interest. PE firms use as much of this FCF as possible to pay
down debt. They will also aim to increase FCF if possible, such as the previous
strategy of increasing EBITDA/earnings, as well as decreasing capex and working
capital needs.
Multiple expansion
Selling a company for more than you bought it is always desirable. Again, since
prices are usually quoted as a multiple of EBITDA, this strategy is described as
“multiple expansion.” Multiples can change based on market conditions, like the
boom periods of 2006-2007, which saw historically high multiples, while exiting in
this year (2009) may see multiple contractions from that period. Note that the
previous strategies of operational improvements can sync to multiple expansion as
multiples are linked to growth prospects and operating performance.
All together
For example, say you buy a company for $100 million with 40 percent equity and a
10.0x EV/EBITDA multiple. As the sponsor, you put in $40 million at acquisition for a
company that is generating $10 million in EBITDA. Five years later, you doubled that
to $20 million in EBITDA, paid down $10 million of debt and sold the company at
11.0x EV/EBITDA. This means your exit price was $220 million = 11.0x * $20
million. You’re left with debt of $50 million = $60 million - $10 million. Now you have
an ending equity value of $170 million = $220 million - $50 million, which is 4.25x
greater than the original investment of $40 million. As you benefited from all three
types ofstrategies, you yielded an equity return of34 percent.

LBO INVESTMENT CRITERIA

Successful LBO investments involve companies that are able to service the large
amount of debt and/or are improved to create more value at the time of exit. Target
IRRs usually range from 20 to 30 percent. Here are the basic points that filter for
appropriate opportunities:
Steady and predictable cashflow

Interest payments on debt come due on predetermined dates; the target’s cash flow
needs to match so it can pay its bills. Also, steady and predictable cash flow allows
more debt to be raised.
Clean balance sheet withlittledebt

Significant pre-existing obligations to other debt holders will make new layers of debt
from the buyout fund riskier to pay off. A cleaner balance sheet allows excess cash
to go towards the new debt of a LBO. Little debt combined with a heavy asset base
will yield a higher credit rating, which lowers the interest rate on the new debt.
Defensible/strong market positions

Investors needs to be assured that the acquired company will make money. The LBO
target needs to be in a position where it can generate large profits. A market position
that is guarded by high barriers to entry makes a more attractive LB O candidate
because it lowers the risk ofthe cash flows.
Strong management team

Private equity firms are in the business of finance, not operations. While many firms
employ consultants and operation specialists, most private equity firms rely on the
management of the company to actually execute the company improvements.
Significant due diligence is spent interviewing the management team, who provides
insights on where value can be extracted and how realistic projections are. PE firms
will change management if they feel the current team cannot perform. To align
management incentives with their own, PE firms often incorporate options as part of
pay so that management shares in the equity upside.
Minimal futurecapital requirements

The sponsors prefer not to make future, large cash outlays to keep the company
running and growing. They would rather use every bit of cash to pay off debt.

Limitedworkingcapitalrequirements
Same as above; increases in working capital decreases the free cash flow available to
pay down debt and benefit the equity holder.
Synergies andpotential for expensereduction

Here, a PE firm looks at a target and thinks “How can we improve this company?”
Reducing expenses is one the first strategy to be employed. LBOs have been
criticized for tactics like aggressive layoffs for the sake of improving efficiency. P E
firms work closely with management to find ways to increase profits as quickly as
possible. Sometimes, follow-on acquisitions or combinations with existing portfolio
companies are made to extract synergies.
Large amountof tangible assets for loan collateral

More collateral enables lower-interest financing. This lowers interest payments and
lowers the amount of cash needed to repay debt. Potential loan collateral includes
current assets such as cash and inventory, as well as long-term assets like property,
plant,and equipment.
Divestible assets
Divestible assets provide the acquirers with extra means to raise cash to pay off the
debt. Such assets can include equipment, land, brands, etc.
Viable exit strategy

A return only occurs if it’s realized, through a sale, IPO or recapitalization. When
determining the purchase price for a acquisition, the PE firm needs to think about
how the exit multiple will compare to the entrance multiple. At minimum, they would
like it to be the same, and at best, they would like it to be higher. Funds usually exit
after three to five years.

AD VANTAGES AND CONSID ERATIONS
Advantages
• There is an opportunity to execute long-term strategy outside of the short-term
focus of the public markets (examples: acquisitions, cost reductions, capital
investments).
• Use of levered capital structure to increase equity returns. Debt is tax deductible
and private equity firms can put up less equity to purchase a firm.
• Private equity firms bring a sense of urgency to the entire business, disciplining the
company to quickly seize opportunities.
• Incentive compensation schemes align management incentives with the sponsor’s.
• The company gets a stable shareholder base of long-term investors.
• The company now has the capability to leverage private equity firm’s networks to
reach new customers or improve supplier relationships.
• There is also decreased regulatory governance (Sarbanes-Oxley).
Considerations
• There is an increased risk due to additional leverage.
• There is a need for return monetization within a certain timeframe (usually three to
five years).
• There is more “hands-on” ownership than what public shareholders exercise.
PAPER LBO
The “paper LBO” can be an unnerving surprise to the unprepared candidate. It’s a
type of interview question where you are verbally given financial parameters such as
acquisition price, capital structure, projected financials (expected growth) and exit
price. Based on this, you are expected to “model” the scenario on paper. Expect this
exercise to be given in about 10 percent ofyour interviews.
At first, it can be daunting to be away from Excel or a calculator; mental math under
pressure is a big pain. But after a little practice, these questions are a breeze.
Sometimes you are given all the relevant information up front, and sometimes you
need to ask the right questions (and perhaps be told to make logical assumptions).
The following is the minimal information needed:
• Capital structure (% debt versus equity) for leverage

• Duration of investment for I RR estimation
• Projected EBITDA for FCF (may be given in the form of revenue, growth rate and
margins)

• Depreciation and amortization expense fortax calculation

• Cost ofdebt for interest expense
• Tax rate for taxes
• Cash flow components: working capital, capital expenditures, etc.
• Exit multiple forending EV
You are probably used to building complex models; your financial scenarios
incorporate things like net operating losses (“NOL’s”) or mid-year convention for
interest expense or using cash to amortize debt. Rarely would you ever be asked to
do this for the paper LBO, the interviewer just wants to see that you understand the
fundamental concepts of how to calculate I RR so he has one “right” answer to easily
compare across candidates. Just state your assumptions as you work through, and
the interviewer can inform you if he’d like to adjust them. You can round numbers.
Asking for complex assumptions will just make your task more difficult.
On paper, your answer will consist of the calculations to get to FCF. Then you
calculate the ending equity value (“E”) = ending EV + debt – cash. Ending
E/Beginning E is the return and the crux ofthe answer to the paper LBO. The tougher
firms will ask you to estimate the I RR (see box on page 98 fordetails)!

Paper LBO example

You buy a retail company for 5.0x. You raised 40/60 debt to equity;the debt costs 10
percent. Next year, the company is projected to generate $100 million in revenue
with a 40 percent EBITDA margin. Revenue is expected to increase by $50 million
every year and margins are estimated to stay flat. Working capital stays the same
every year. Capital expenditures are 20 percent of sales. The depreciation is $20
million every year. The tax rate is 40 percent. You’d like to exit in five years. Does this
look like a good investment?
When PE says theya company at 5.0x, they usually mean total price/forward year one
EBITDA. The forward year one EBITDA is $100 million of revenue x 40 percent
EBITDA margin or $60 million.
The acquisition price is $60 million x 5.0 = $300 million. Your capital mix was 40/60
debt to equity so the beginning debt value is $120 million, and beginning equity value
is $180 million.
Now you must calculate the FCF for every year on the paper that is enclosed in the
resume portfolio you brought with you to the interview.
(in millions) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6
Revenue $100 $150 $200 $250 $300 $350

EBITDA 40 60 80 100 120 140
EBITDA Margin 40% 40% 40% 40% 40% 40%
D&A 20 20 20 20 20 20
EBIT $20 $40 $60 $80 $100 $120
Interest 12 12 12 12 12 12
Interest Rate 10% 10% 10% 10% 10% 10%
EBT $8 $28 $48 $68 $88 $108
Taxes 3 11 19 27 35 43
Tax Rate 40% 40% 40% 40% 40% 40%
EBITDA $40 $60 $80 $100 $120

Taxes 3 11 19 27 35
CapEx 20 30 40 50 60
CapEx Sales 20% 20% 20% 20% 20%
Interest 12 12 12 12 12
Increase in NWC 0 0 0 0 0
Free Cash Flow $5 $7 $9 $11 $13

Ending FYI EBITDA $100

Exit Multiple 5.0x
Ending TEV $700
Beginning Debt $120

Cash 45
Ending Debt $75
Ending EV 625
Beginning EV 180
Approximate EV Multiple 3.4x
You add up the accumulated free cash flow ($45 million) that pays down the debt.
Here, we assumed the exit multiple was the same as the initial multiple, which is the
assumption you usually want to make unless your interviewer indicates otherwise.
This is a good investment, as the equity more than triples. The I RR is ~28 percent.
It sounds a bit silly, but practice writing out your answer. A sloppy paper can confuse
you into the wrong answer. Also, remember the point of this question. They just want
to see that you understand the fundamental math behind a LBO. They do not expect
you to be a human calculator, so feel free to be liberal with your rounding so you can
answer more quickly; just simply ask ifit’s OK.

Estimating IRR
The CAGR formula can calculate the IR R for a paper LBO.
CAGR =[(ending E/beginning E) ^(1/years)] –1

It works because you are only c onsider ing an investment a nd exit cash flow; in real life,
there are multiple equity c ash in/outflows where you need a calculator/Excel to calculate
the IRR. Because of the complexity of t his formula, y ou won’t be able to c alculate the
exact IR R without a calculator. However, many PE pr ofessionals ca n make a n educat ed
guess just by eyeballing the numbers.
Here are a few methods to estimate the IRR:
Simple Average
If you doubled your return, you incr eased your initia l inv estment by 1 0 0 percent. If your
investment was three years, then you ha d about 3 3 . 3 percent growth each year. However,
the com pounding effect makes the IR R markedly lower ( ~2 6. 0 percent) . This met hod just
gives y ou the upper limit of the IRR; you ca n get a feel for how strongly the com pounding
effect makes the simple average higher tha n the IRR . The longer t he duration of the
investment, the more powerful the compounding effect.
Rule of 7 2
The rule of 7 2 allows people to estimate compounded growth rates.
Approximate CAGR =72/years to DoubleMoney

Divide 7 2 by the number of years you estimate the equity doubles in. S o if you doubled
your money in only three years, you have an IR R of ~ 2 4 percent (72/3). This is not a
precise calc ulat ion and becomes less acc urate with fewer years; obviously if it took one
year to double, then you have a CA GR of 1 0 0 percent, not 7 2 percent. This rule was
originally devised to estimate interest rates; therefore, there are ma ny pitfalls in using it
for equity returns, like negative FCF. A s with any mathematical interview quest ion, sanity
check your answer.
Rote Memorization
You can memorize benc hmark return mult iples and the c orresponding IRR s. Thus, if a five
year investment generates 3.0x then the IR R is 2 5 percent. This won’t work if you are
given a different duration other than the one you memorized. If your mult iple exceeds
6.0x, double-c heck your a nswer, beca use a return a bove 4 0 percent is excessive. Almost
always, the paper L B O uses five years. Occasiona lly you may have three years. Definitely
know the other methods for backup.

For a five year investment, here are the relevant IRRs.
Return multiple/IRR (rounded to nearest 1):
1.0x/0%
2.0x/15%
3.0x/25%
4.0x/32%
5.0x/38%
6.0x/43%
S o if your ending equity value is $ 2 7 5 million, and your beginning equity value is $ 1 0 0
million, then you know the return multiple is less than 3.0x . Therefore the IR R is between
1 5 percent and 2 5 percent, c loser to the latter percentage. The actual a nswer per the
CAGR formula is ~ 2 2 percent.

Modeling test
This is the more complex version of the paper LBO; now you are actually given a
computer and more time. You absolutely must practice this in advance; there is
always a time limit and using the firm’s computer means you don’t have access to
templates or any personal shortcuts you have on your work computer (so memorize
the shortcuts that come standard in Excel!). Be able to build a simple LBO within a
half-hour from scratch. Don’t worry about fancy toggles or formatting; just
concentrate on the basics. The modeling portion is a filter test to check that you can
conduct the mechanics.
Sometimes the modeling test is very simple; you are just given minimal information
like a paper LBO and you just need to get the mathematical answer; the IRR. Other
times it is paired with a case study that asks you to make a recommendation on the
company and you may need to orally explain your answer or provide a written memo.
For details, look at Chapter 10: Investment Memorandums.
Assumptions
You may be given all the necessary assumptions, like growth and interest rates,
entrance and exit multiples that are needed to model the scenario. Sometimes,
you’re not and are asked to make “reasonable assumptions.” You’ll need to keep up
to date on the market to make informed assumptions. Remember the obvious stuff
like, lower tranches ofdebt have progressively higher interest rates, high growth rates
are not sustainable forever, exit multiples are usually set equal to entrance multiples
for the base case scenario, etc.
Basicversus full-blown
The simplest modeling tests just ask for the answer, “What’s the IRR?” of the
proposed investment. Here, all you need is the acquisition purchase price, capital
structure, projected exit price and operating assumptions to build a free cash flow for
debt repayment schedule.
The comprehensive modeling tests will ask for the three financial statements and/or
sensitivities. If you’re not specifically asked for the three financials, don’t waste time
building them!

SAMPLE QUESTIONS
Technicalquestions
Finance: Mostly focused on M&A accounting and financial concepts.
Industry Outlook: Understand the current market and its implications for the PE
industry. Also understand which industries may be good for LBO targets.
1. Whatarethe threewaystocreateequityvalue?
1) EBITDA/earnings growth, 2) FCF generation/debt paydown, and 3) multiple
expansion.
2. Whatarethe potential investmentexit strategiesforanLBO fund?

Sale (to strategic or another financial buyer), IPO or recapitalization (re-
leveraging by replacing equity with more debt in order to extract cash from the
company).
3. Advantagesof LBO financing?

a) As the debt ratio increases, equity portion shrinks to a level where one can
acquire a company by only putting up 20 to 40 percent of the total purchase
price.
b) Interest payments on debt are tax deductible.
c) By having management investing, the firm guarantees the management
team’s incentives will be aligned with their own.
4. Whataresomecharacteristics ofacompanythat is agoodLBOcandidate?

Ideally, LBO’ed companies have steady cash flows, strong management,
opportunities for earnings growth or cost reductions, high asset base (for
collateral to raise more debt), low business risk and low need for ongoing
investment (e.g. capex and working capital). The most important characteristic
is steady cash flows, because sponsors need to be able to pay off the relatively
high interest expense each year.

5. Whataresomeof theduediligence questionsthat youwouldask?

You might start off with industry questions to determine if it is an industry that
the sponsor would want to be in, and then determine how well positioned the
company is within that industry. Ask about market rivalry, whether the industry
is growing, what the company’s and its competitors respective market shares
are, what the primary strategy for product competition (brand, quality, price?) is.
Ask whether there are barriers to entry or economies ofscale, supplier and buyer
power, threat of substitutes, etc.
Then move onto questions about the company’s own operating performance.
Zero in on growth, what is projected, how much is attributed to growth of the
industry versus market share gains. What is the resilience of this company to
downturns? What demographics is the revenue focused in, and how will these
demographics change? What is the cost structure, how efficient are the supply
and distribution chains? What’s the proportion of fixed to variable costs? How
well do you utilize assets? Ask about capital expenditures, growth versus
maintenance. Also ask about how working capital is managed. How well do you
collect on account receivables or manage accounts payable?
Next, move to financials: How much cash is available right now? What are the
projected financials?
Then you want to ask about opportunities: Are there non-core or unprofitable
assets or business lines? Is there opportunity forimprovement or rationalization?
You also care significantly about the quality ofmanagement. How long have they
been in their positions, what are their backgrounds? Is the sponsor able to
replace them, if needed?
What are the legal and regulatory risks? Are there any H R issues, like union or
labor problems?
What’s your exit strategy here? Is the industry consolidating so that a sale might
be made easier?
6. If Ihandedyouanofferingmemorandum,whatare someofthethings you’d

think about?
You would think about how you would value the company; whether it was a good
LBO candidate. You’d try to understand the business as much as possible,
especially in operational points like capex, working capital needs, margins,
customers, etc. You’d examine at the industry, look for growth opportunities and
question whether the sponsor and/or management could capitalize on those
opportunities. You would wonder what would be appropriate capital structure,
and whether it is achievable in the current markets. Most importantly, you’d
think about all the potential risks.

7. WalkmethroughS&U?
Sources contain the variable tranches of capital structure. Some examples from
senior to junior are bank debt, junior subordinated notes, convertible preferred,
hybrids and sponsor equity. Cash belonging to the target can also be used as a
source. Finally, proceeds from options exercised at the target are a source. You
need to determine how these sources are used; the main component is the
purchase of the company, either of the assets or shares. Then is purchase of
the target’s options, refinancing debt and transaction costs (banker and lawyer
fees).
8. WhydoPE multiplesandEBITDAmultiples yieldyoudifferent valuation

results?WhyuseEBITDAmultiplesinsteadofPE multiples?
EBITDA multiples represent the value to all stakeholders, while the PE multiples
only represent the value to equity holders. Three reasons to use EBITDA for an
LBO are: 1) it can be used for firms reporting losses, 2) it allows you to compare
firms regardless ofleverage, and 3) because it represents operational cash flow.
9. Whatarethe waysin whichacompanycan spendavailablecash/FCF?

Pay down debt, issue dividends, buy back stock, invest in the business (capital
expenditures), and engage in acquisitions.
10. Given that thereis nomultiple expansionandflat EBITDA, howcanyoustill

generateareturn?
Reduce interest expense, improve tax rate, depreciation tax shield, the simple
act of leverage, pay down debt, pay a dividend, reduce capex, reduce working
capital requirements and reduce change in other.
11. Whatis thedifferent betweenbankloanandhigh-yielddebtcovenants?

Bank loans are more strict. For looser covenants, high-yield debt is rewarded
with higher interest rates. Covenants can restrict economic activities, finance
activities or accounting measurements. Economic activities restricted would
include the sale of assets, capex, changes in corporate structure. Finance
activities restricted could include issuance of additional debt and payment of
cash dividends. Covenants often track accounting measurements, such as
interest coverage, current ratios, minimum EBITDA.

12. Whatdeterminedyoursplit betweenbondsandbankinthedeal?Ifthere is a

higher growthcapexproportionoftotalcapex, wouldyoustill want to use
samesplit?
Typically, you’d like as much bank debt as possible because it’s cheaper than
regular bonds. However, this mostly depends on how much a bank is willing to
loan. Next, the sponsor and debt holders have to negotiate the
agreements/covenants that they can live with. The more senior the debt,like the
bank debt, the more restrictive it tends to be. Bank debt also usually requires
collateral to be pledged. Finally, the timeline of debt payback needs to
evaluated; bank debt usually has a shorter maturity,so the bank needs to ensure
that the company will be able to face its liabilities when due or else face
bankruptcy. Growth capex is more favorable than maintenance capex. It’s
flexible; maintenance capex needs to be paid every year just to keep the
company running, whereas growth capex can be stalled in times of downturn.
Also, growth capex implies investments, which yield higher cash flows in the
future, that can be used to support more debt.
13. Let’s say you runanLBO analysis and the resulting returnis below the
required returnthreshold of your PE firm. What drivers to the model will
increasethereturn?
Some of the things that will boost return are: 1) increase leverage (debt), 2)
reduce purchase price, which decreases the amount that the firm has to pay, 3)
increase exit/sale price or multiple, which increases the return on the
investment, 4) increase the growth rate, which raises operating income/cash
flow/EBITDA in the projections, and 5) decrease costs, to also raise operating
income/cash flow/EBITDAin the projections.
14. Which valuation will behigherorlower, all else thesame?DCF orLBO?

LBO is lower, as it’s discounted at a higher cost of equity.
15. Whydoprivate equity firmsuseleveragewhenbuyinga company?

Using more debt to finance the purchase ofa company allows the PE firm to use
less of their money (equity) to pay for the deal. If the investment is successful,
the higher the leverage, the higher the return when exiting the investment (e.g.
selling the company five years later).

16. Assume the following scenario: EBITDA of $10 million and FCF of $15
million. Entry andexit multiple are5x. Leverageis 3x. At timeofexit, 50
percent of debt is paid down. You generate a 3x return. 20 percent of
options are given to management. At what price must you sell the
business?
To make a 3x return based on the financial parameters, you must sell the
business at $90 million. You know the EV is EBITDA times entry multiple: $10
million * 5x = $50 million. Debt is equal to EBITDA times leverage: $10 million
* 3x = $30 million. EV minus debt equals equity: $50 million - $30 million = $20
million. Debt needs to be paid down by half or $30 million * 5 0 % = $15 million.
To make a 3x return, sponsor equity needs to grow to $20 million * 3x = $60
million. Since management receives 20 percent ofthe equity in options, the total
equity needs to grow to $60 million/(1 – 2 0 %) = $75 million. Since your ending
debt is $15 million and ending equity is $75 million, the EV at exit is $90 million.
17. If youhavea companywithaP/Eof 10x andcost of debt of 5percent, which

is cheaperfor anacquisition?
Debt. The cost of equity is approximately the inverse of P/E so 1 /10x = 10
percent. The cost of debt at 5 percent is lower, and, therefore, cheaper.
18. Wouldyouratherhaveanextradollar ofdebt paydownoranextradollar of

EBITDA?
You would rather have the extra dollar ofEBITDA because ofthe multiplier effect.
At exit, the EV is dependent on the EBITDA times the exit multiple. An extra
dollar of debt paydown increases your equity value by only one dollar; an extra
dollar of EBITDA is multiplied by the exit multiple, which results in a greater
value creation.
19. Youhave twoinvestmentopportunities:CompanyAandCompanyB.

Company A:
Revenue: $100 million
EBITDA: $20 million
Projected annual revenue growth: 5 percent for the next five years
Purchase price: 5x EBITDA/4x Debt and 1x Equity
Company B:
Revenue: $100 million
EBITDA: $20 million
Projected annual revenue growth: 10 percent for the next five years
Purchase price: 6x EBITDA/4x Debt & 2x Equity

Which is the better investment opportunity based on this information?

Assume everything about the companies is the same except for what is
givenin the information, and assume the exit multiple is the same as the
entrance multiple.
Assuming constant EBITDA margins and ignoring compound growth for
simplicity, EBI TDA for Company A in year 5 will be about $25 million = $20
million * [1 + (5 % *5 )], and Company B will be $30 million = $20 million * [1
+ (1 0 % *5 )]. You purchased Company A for $100 million = 20 * 5x and
Company B for $120 million = 20 * 6x. You sold Company A for about $125
million = 25 * 5x and Company B for about $180 million = 30 * 6x. This creates
a profit of $25 million and $60 million, respectively. You invested $20 million of
equity into Company A, so your return is 1.25x = $25 million/$20 million, while
Company B has a higher return of 1.5x = $60 million/$40 million. Thus you
already know Company B is the better investment; also, the higher EBITDA will
increase the amount of debt being paid down, which increases the equity return
more.
20. Acompanyruns two operatingsubsidiaries. Onesells coffee andonesells

doughnuts. You own 100 percent of the coffee subsidiary. You own 80
percentof thedoughnutsubsidiary. Thecoffeesubsidiary generates
$100millionof EBITDA. Thedoughnutsubsidiary generates$200 million
ofEBITDA. Doughnutcompaniesareworth5.0xEBITDA. The parentshare
price is $10andthereare 100 millionshares. Thecompany has cashof
debt of$500millionandcashof$200million. What’sthe enterprise value
toEBITDAmultipleforthiscompany?
The enterprise value is market capitalization plus net debt plus minority interest.
Market cap is easily to calculate, shares * share price, so $10*100 million =
$1,000 million. Net debt is debt less cash so $500 million - $200 million = $300
million. The question has given you the approximate market value of the
minority interest in the doughnut company which is 5.0x EBITDA, so $200 * 5.0x
* (1 - 80 %) = $200 million. As a side note, when calculating enterprise value
for comps, you might take the minority value from the balance sheet. This fine
to do in such cases. However, a finance professional always chooses market
value over book value, so this question gives you enough information to calculate
the market value ofthe minority interest. Back to the answer: you total this all up
for EV, which comes to $1,500 million = $1,000 million + $300 million +
$200 million. The total EBITDA is $300 million = $100 million + $200 million.
Therefore, the EV/EBITDA multiple is $1,500/$300 = 5.0x.

21. A company has$100 million of EBITDA. It grows to$120 million in five

years.Eachyearyoupaid down$25millionofdebt. Let’s sayyoubought the
company for 5.0x and sold it for 5.5x. How muchequity value did you
create?Howmuchis attributedtoeachstrategyofcreatingequity value?
The purchase price is $500 million = $100 million * 5.0x. It exits at $660 million
= $120 million * 5.5x. This is a profit of $160 million, plus you paid down debt
of $125 million = $25 * 5, so your total equity value increased by $285 million
= $160 million + $125 million. Obviously the $125 million of the total equity
value is due to debt paydown. $100 million comes from the EBITDA growth,
($120 million - $100 million) * 5. Finally, the rest of its equity value increase is
attributed to multiple expansion, (5.5x – 5.0x) * $120 million = $60 million.
Totaling these up, $125 million + $100 million + $60 million is the $285 million
of equity value increase that matches what we calculated earlier.
22. Given $100 million initial equityinvestment, five years,IRRof 25 percent,

what’sexit EBITDAif soldat 15xmultiple?
Knowing an I RR of25 percent over five years is approximately 3.0x equity return
(there is no mathematical way of knowing this, so if you don’t know this, try
asking the interviewer). The ending equity value is, therefore, $300 million =
$3.0x * $100 million, so the exit EBITDA must be $300/15x = $20 million.
23. InanLBO, if cost ofdebtis 10 percent, whatis theminimumreturn

requiredtobreakeven?
Since interest is tax deductible, the break-even return is the after-tax cost of
debt. Assuming tax rate of 40 percent, the break-even return is 6 percent.
24. Youhave acompanywith3x senior leverageand5xjuniorleverage,what

happenswhenyousell abusinessfor9xEBITDA?
It’s a de-leveraging transaction because pro-forma the company will have a lower
total debt to EBITDA ratio.
Same example as above, what happens whenyousell the asset for 8x

EBITDA?
On a firm basis, it has a neutral impact, but it is de-leveraging on a senior debt
basis.

InvestmentMemorandums
Written interview
If you actually get the job, a large portion of your workday will be spent reviewing
and/or writing investment memos. Some interviews for junior positions may actually
ask you to write an investment memo for a case study, either in-office or take-home.
Or during a normal verbal interview, you may be asked for specific investment ideas
(count on this during an HF interview), where preparing an investment memo on your
own will greatly help you outline your answers.
OUTLINE
Use the following section as a guideline, not as hard and set rules.
Situation overview
This is only necessary if there are parameters to the investment that you’d like to
mention up front. For example, if this is an LBO investment, you can discuss the
company on offer and the proposed capital structure. You don’t need this section if
it’s a straight long/short HF/stock idea.
Investment thesis/recommendation
This is absolutely necessary; you state whether or not you would choose to invest in
this idea and what type of strategy (e.g. LBO, long/short).
Company overview
Keep this short and sweet—give basic facts about what industry the company
operates in and some summary details about its business.
Industry overview
Here, you should discuss all the Porter Five Forces-type issues about the industry, like
the outlook and level of rivalry. Highlight nuances that are unfamiliar to non-industry
participants but are important to understand for investors.
Investment positives/investment concerns

This is where you provide evidence that supports your thesis. Regardless of whether
you say “yes” or “no,” you should be sure to spend significant time on the
concerns/risks ofthe investment. Investors spend more time looking at the reasons
107
Investment Memorandums
an investment can go wrong. A successful memo will highlight the most important
risks that may or may not be obvious.
Look at the investment criteria sections of the capital markets and leveraged buyouts
chapters to understand what makes a good investment. You can also look at the 10-
Ks of the company or its peers; there, you’ll find plenty of investment points for the
positives and negatives ofthe industry/company.
Financial summary
You’ll need to build a model based on your assumptions. Fill this section with a
snapshot of important data like free cash flow, credit metrics and EV multiples.
Investment returns/sensitivity analysis

You’ll start with a base case scenario and resulting return, but investors always look
at a range. Data tables that show the resulting return or share price based on
different variables show how sensitive the return relative to the tested variable.
Key issues for further duediligence

To create a memo, you’ll only be working with public or limited data. If you actually
choose to consider this investment, you would spend more time doing due diligence
directly with the investment. Here, you list all the points that you would like to
understand better.
PRACTICE
The best way to practice is to pick a public company and ask yourself if it is a good
investment. Write up a memo and create a model by using some or all the public
information available: company financial filings, company presentations, research

reports, stock price performance, and recent news. Also, forming a study group lets
you bounce off opinions and gain a wider perspective.
Modeling exercise
You can use the example below as a quick exercise for simple modeling.
Instructions
Step 1: From a blank spreadsheet, recreate a five-year, three-statement model:
Income statement/balance sheet/cash flow.
Step 2: Create a five-year discounted cash flow analysis. Assume 12 percent WACC
and a 10x terminal multiple on forward EBITDA.

Step 3: PE ONLY: Create a leveraged buyout analysis. Calculate a three-, four-, and
five-year return with an exit multiple of 12x. Be sure to include a credit
analysis.
Operating Assumptions
2008A
Revenues $20,000
YOY Growth 10%
COGS (Excl Depreciation) $9,000

% Revenue (assume declining margin to 44%) 45%
General & Administration Expenses (excl. Amortization) $1,800

% Revenue (assume constant margin) 9%
Sales & Marketing Expenses (excl Amortizarion) $1,100

% Revenue (assume declining margin to 4% 6%
Depreciation (Book) $1,000

%Revenue (assume constant margin) 5%
Amortization $12
Capex $1,750
YOY Growth 0%
Other Assumptions
2008A
Interest Rate on Revolver 6.0%
Interest Rate on Straight Debt 10.0%
Interest on Cash & Equivalents 4.5%
Minimum Cash Balance $300
Tax Rate 40%

Dividend Per Share $0.20
Common Shares 4,000,000
New Shares Issued (First 3 Years) 10,000
Shares Repurchases (Last 2 years) -
Price per Share Issued $15.00
Price per Share Repurchased -

OpeningBalanceSheet
2008A
Cash & Equivalents $30
Accounts Receivable 2,800
Inventory 2,000
Other Current Assets 100
Total Current Assets 5,250
Gross PP&E 16,000

Accumulated Depreciation (3,000)
Net PP&E 13,000
Goodwill & Other Intangibles 150

Other Assets 500
Total Assets 18,900
Accounts Payable 1,200

Accrued Expenses & Liabilities 400
Taxes Payable 350
Other Current Liabilities 200
Total Current Liabilities 2,150
Revolver Debt 3,100

Other Long Term Debt 8,000
Other Long Term Liabilities 400
Total Liabilities 13,650
Shareholders Equity 5,250
Total Liabilities & Shareholder Equity 18,900

LBOAssumptions
2009 LBO Transaction Summary
Purchase Price Per Share $20.00
Financing Assumptions Leverage Fees (Amort over 7 Yrs

Bank Debt 3.00x 2%
Subordinate Debt 1.00x 3%
PIK Sub Debt 1.00x 3%
Total Leverage 5.00x

Hedge fund-specific casestudypractice

For most HF interviews, just take any public stock and think about whether you would
long/short/do nothing with it. For strategy-specific firms, think about that companyin
relation to its investment strategy.
Private equity-specific samplecasestudy

Below is a real-life case study for a private equity interview, given in-office. The time
limit was three hours. You are expected to read the case and build a model in the
time allotted. Then you walk the interviewers through the model and verbally discuss
your thesis and support on the potential PE investment.
Company evaluation exercise instructions
• Please spend three hours reading and analyzing the information provided on Frigid
Industries (“Frigid”).
• Your analysis should focus on the merits of a private equity acquisition in Frigid.
• As part of your analysis, you should develop a leveraged buyout analysis of Frigid
including:
- Purchase price and capitalization assumptions,
- Five-year projections for all financial statements, including revenue and
operating earnings build-up (assume transaction date of1/1/07),
- Exit price assumption and equity returns analysis.
• Please be prepared to lead a discussion ofyour evaluation ofa potential investment
in Frigid with the interview team. The discussion is meant to be open but should
address key qualitative and quantitative considerations ofthe investment.
• To aid the discussion, please be prepared to deliver print-outs of your financial
model (do not worry about formatting so long as it is clear to follow).
Executive summary
Overview
Frigid Industries, Inc. (“Frigid” or the “Company”) is the leading independent global
manufacturer of highly engineered equipment used in the production, storage,
transportation and end-use of industrial and hydrocarbon gases. These gases are
critical to a multitude ofindustrial, commercial and scientific applications in a diverse
group of end markets totaling billions in annual sales. The Company has developed
long standing relationships with customers throughout the liquid gas supply chain
including industrial gas producers and distributors, natural gas and liquid natural gas
(LNG) pro cessors, petrochemical processors and biomedical companies.
Management believes that the Company is generally the #1 or #2 equipment supplier
in each of its primary end markets, both domestically and abroad. For the fiscal year
ended December 31, 2006, the Company generated sales of $305.5 million and
adjusted EBITDA of $56.6 million. For the fiscal year ending December 31, 2007E,

the Company expects to generate sales of$352.2 million and adjusted EBITDA of
$60.5 million.
The Company’s products, which operate at temperatures approaching absolute zero

(0° Kelvin; -273° Centigrade; -459° Fahrenheit), include (i) heat exchangers and cold
boxes for the production ofgases, (ii) stationary tanks and advanced delivery systems
for the storage and transportation of gases, and (iii) respiratory therapy systems,
biological storage systems and other tanks and canisters for the ultimate
consumption of gases. Frigid’s products are used in a wide variety of end markets
including industrial and hydrocarbon gas processing, LNG production, industrial
products, beverage bottling and dispensing, LNG vehicle fuels, biomedical research,
medical test equipment, home healthcare and electronics testing markets.
Frigid is the preferred global supplier of engineered equipment used throughout the
liquid gas supply chain. The Company has attained this positioning by capitalizing
on its broad product offering, proprietary technologies, reputation for quality and a
flexible, low cost global manufacturing footprint. The Company utilizes its knowledge
of liquid gas handling, vacuum insulation technology and metallurgy to create and
maintain product differentiation and a sustainable competitive advantage across all of
its businesses.
Company description
Business segments
Frigid serves the liquid gas supply chain through its three operating segments: energy
& chemicals (E&C), distribution & storage (D&S) and biomedical. While each
segment manufactures and markets different products for different end-users, they
share the common proprietary technology of heat transfer and low temperature
storage.

Frigid Industries
Energy &Chemical (“E&C”) Distributution &Storage (“D&S”) Biomedical
Business Description
• Leading manufacturer of • Leading supplier of • Leading provider of
highly engineered equipment cryogenic tanks used in the cryogenic tanks and
used in the production of transportation and storage of canisters for medical
industrial and hydrocarbon liquid industrial and biological and scientific
gases hydrocarbon gases applications
Product Offering
• Heat Exchanges • Bulk Storage Systems • Respiratory Therapy
• Cold Boxes • Packaged Gas Systems Systems
• Liquefied Natural Gas • VIP Systems and • Biological Storage Systems
Vacuum Components Magnetic Resonance
• Beverage Liquid CO2 Imaging (“MRI”) Cryostat
Systems Components
• Parts, Repair, and On-Site
Service
• LNG Vehicle Fuel Systems
End-Users
• Industrial Gas Producers • Industrial Gas Producers • Home Healthcare Providers
• LNG and Natural Gas and Distributors • Medical Laboratories
processors • LNG Distributors • Phar & Research Facilities
• Petrochemical Processors • Food and Beverage • Blood and Tissue Banks
• Engineering and Businesses • Veterinary Laboratories
Construction Companies • Animal Breeders
• MRI Manufacturers
Representative Customers
• Air liquide, Air Products, BP • Airgas, Air Liquide, Air • Apria, Barnstead, CDC, GE
Amoco, Bechtel, Products, Air Water, Coca Medical, NIH, Sol, Sunrise,
ConocoPhillips, Cola, Habas, Kraft, Linde, US Air Force, Vivisol,
Cryogenmash, ExxonMobil, Messer, McDonald’s, NASA, Various universities and
Nova Chemicals NaturgassVest, NuCo2, research hospitals
Praxair
2006 SegmentFinancials($mm)
Sales
162.6
Gross Profit
160 EBITDA1
120
73.3
80
69.9 47.1
40 21.1 32.8 25.8
13.8 18.6
0
Margin 30.3% 19.8% 29.0% 20.2% 35.2% 25.3%
Note:
1 Excludes corporate expenses, goodwill impairment, restructuring and reorganization charges and adjustments

Customers
Frigid currently serves over 2,000 customers worldwide. The Company’s primary
customers are the large, global producers and distributors of industrial and
hydrocarbon gases. The Company has developed strong, long-standing relationships
with these customers, many of whom have been purchasing products from Frigid or
one of its predecessors for over 20 years. Frigid’s market position has benefited from
a trend by customers to concentrate their purchases with fewer suppliers. Typically,
Frigid is one of only two or three qualified suppliers on a given project. In addition,
Frigid leverages its deep customers relationships to drive sales across multiple
product lines. While the Company’s customers include many large, multinational
companies, no one customer accounted formore than 9 percent of2006 sales.
The Company’s E&C segment serves the major producers of industrial gas who use
the Company’s cold boxes and heat exchangers forthe separation and liquefaction of
air into its component parts (oxygen, nitrogen and argon). In the hydrocarbon gas
market, the E&C segment markets products to multinational natural gas and
petrochemical processors who use E&C products to cryogenically separate and purify
natural gas into liquid methane, ethane, propane, butane and ethylene for a variety
of end-uses. The E&C segment also markets products to engineering and
construction companies which fabricate hydrocarbon and LNG processing plants.
The D&S segment serves the large producers and distributors of industrial gas, as
well as the developing LNG distribution market. These customers use the Company’s
bulk storage tanks, packaged gas systems and other cryogenic systems and
components for the storage and distribution of liquid gases. In addition, Frigid sells
beverage systems to natural restaurant chains, soft drink companies and CO2
distributors.
The biomedical segment markets to a wide variety of customers due to the range of
end-uses for the Company’s products. This segment’s customers include home
healthcare providers, medical laboratories, pharmaceutical companies and research
facilities.
Manufacturing facilities
Management believes that Frigid is the low cost provider of cryogenic equipment
worldwide due to its focus on driving operating efficiencies and its global footprint of
state-of-the-art facilities. Frigid has also developed a solid reputation for high-quality
manufacturing, which when coupled with its efficient, low cost production has
created a sustainable competitive advantage. The Company serves its customers
globally via eight strategically located manufacturing facilities: five in the U.S., one in
central Europe and two in China. The Company is currently constructing a third plant
in China and plans to consolidate all of its Chinese operations in this new facility by
the end of 2007, which will triple existing capacity. The Company is also actively
pursing acquisition opportunities in China.

Reorganization overview
In September 2003, Frigid completed a prepackaged bankruptcy reorganization as a

means ofsubstantially reducing its debt and restructuring its operations. The primary
cause of the leverage and operational issues leading to the Company’s reorganization
was its acquisition of MVE Holdings, Inc. (“MVE”) in 1999. The Company incurred a
significant amount of debt to finance the transaction and encountered significant
operational issues as it failed to integrate MVE into its existing operations. The
Company used the flexibility of bankruptcy to underake the proper integration ofMVE
and substantially improved its cost structure and manufacturing efficiencies,
simplified its administration, improved its cash flow and strengthened its financial
position, all of which has put the Company on strong footing to aggressively pursue
market opportunities. As a result of the actions taken during and immediately after
the bankruptcy, the Company increased sales by 15.0 percent and adjusted EBITDA
by 54.9 percent in 2006. Frigid has also reduced its debt by an additional $47 million
or 37 percent since emerging from bankruptcy protection in September 2003.
Investment highlights
Frigid, with its leading market positions and attractive business fundamentals, is
uniquely positioned to take advantage of the expected growth in the liquid gas market.
Attractive Business Fundamentals Experienced Superior

Leading Attractive Substantially
and motivated Projected
Market Growing Completed
Management Financial
Positions Segments Restructuring
Stable and Diverse ProprietaryTechnology Team Performance
Customer Base and Designs
World-Class
Significant Barriers
Manufacturing
to Entry
Capabilities
Growth strategy
Attractive segments of the market

Frigid will continue to target faster growing segments within its served markets:
• Industrial gas—Management expects continued, stable growth of approximately 4

to 5 percent in the worldwide industrial gas market. Significantly higher growth
rates are projected for the industrial gas market in developing countries where
underlying demand drives new manufacturing capacity. Forty-eight percent of the
Company’s 2006 sales were derived from this segment.
• LNG—The global LNG market has experienced annual growth of 7.5 percent over
the past five years and is expected to grow more rapidly going forward. Frigid will
benefit from the expected construction of new receiving terminals and green-field
liquefaction plants in the coming years. Eleven percent of Frigid’s 2006 sales were
tied to this fast-growing sector.

• Respiratory therapy systems—Demand for respiratory therapy should be positively

impacted by the increase in the U.S. population over the age of 65, which is
expected to grow at a rate of 12.9 percent over the next 10 years. Additionally, the
liquid oxygen respiratory therapy systems marketed by Frigid will continue to take
market share from concentrators and compressed oxygen as this form oftherapy is
more effective in treating respiratory illnesses. Twelve percent ofFrigid’s 2006 sales
were tied to this sector.
International expansion
Frigid intends to take advantage of significant international growth of its served

markets:
• Asia—Frigid has developed a strong footprint in China and is aggressively

increasing capacity to address the expected rapid growth there and in other Asian
countries. Sixteen percent ofFrigid’s 2006 sales were tied to this region.
• Central/Eastern Europe—Frigid will capitalize on expected strong growth in Central
and Eastern Europe as well as LNG growth in Scandinavia through Ferox, its
established base of operations in the Czech Republic. Eight percent of Frigid’s
2006 sales were tied to this region.
Development of new products
Frigid will continue to build on its long track record of working successfully with
customers to develop new products to meet their increasing complex needs for
advanced cryogenic equipment. Recent examples of the Company’s ingenuity
include:
• Large-diameter VIP—VIP with a diameter ranging from 24 to 36 inches for use in

LNG terminals
• ORCA MicroBulk—mobile bulk storage tank refilling system
• Spirit 300—portable liquid oxygen unit for home healthcare
Selected acquisitions
Management believes multiple acquisition opportunities exist to expand its business

and further penetrate current markets:
• Several opportunities exist that could enable Frigid to further solidify its market-
leading position through both new business and product extension acquisitions.
• The Company is reviewing acquisition opportunities in China and expects to add to
its leading Asian market position in 2007.
Continued operational improvements
Frigid is focused on continuous improvements in operational efficiencies:

• The Company pursues operational improvements through the implementation of
LEAN manufacturing and Six Sigma techniques.

Management’s discussion and analysis
Years ended December 31, 2006 and 2005
Sales
Sales for 2006 were $305.5 million versus $265.6 million for 2006, an increase of
$39.9 million or 15 percent. 2006 sales were positively impacted by volume
increases, market improvements and favorable foreign currency translation as a
result ofthe weakening ofthe U.S. dollar compared to the euro.
• Sales in the E&C segment increased by $11.0 million or 18.8 percent to $69.6
million in 2006 compared to 2005 sales of $58.6 million. Sales in 2006 were
primarily driven by volume increases in both heat exchangers and process systems,
as well as LNG pipe sales increases in Asia, Africa and the Middle East.
• Sales in the D&S segment increases by $22.2 million, or 15.8 percent to $162.6
million in 2006 compared to 2005 sales of $140.3 million. Sales in 2006 were
positively impacted by volume increases across all product lines, price increases
and significant market improvements for industrial bulk storage systems. In
addition, favorable foreign currency translation resulted in an increase in sales of
• Sales in the biomedical segment increased by $6.7 million, or 10.1 percent to

$73.3 million compared to 2006 sales of $66.6 million. Medical products and
biological storage system sales increased by $9.1 million primarily due to volume
increases while MRI sales decreased by $2.4 million due to lowervolume.
Gross profit
Gross profit for 2006 was $94.0 million versus $77.7 million for 2006. Gross margin
for 2006 was 30.8 percent versus 29.2 percent for 2005.
• Gross profit in the E&C segment for 2006 was $21.1 million versus $18 million for
2005. The increase of $3.1 million was driven primarily by volume. Gross margin
remained relatively flat at 30.3 percent for2006 versus 30.7 percent for2005.
• Gross profit in the D&S segment for 2006 was $47.1 million versus $36.3 million
for 2005. Gross margin increased 3.1 percentage points to 29.0 percent in 2006
from 25.9 percent in 2005. This increase is attributable to higher volume, favorable
currency translation, product pricing increases and the realization of operational
savings from the manufacturing plant restructuring. The price increases and
restructuring savings resulted in a total margin improvement of over 300 basis
points. Favorable currency translation resulted in gross profit increases of
• Gross profit in the biomedical segment for 2006 was $25.8 million versus $22.7
million for 2005. Gross margin for 2006 was 35.2 percent versus 34 percent for
2005. The increase in gross profit and margin percentage in 2006 was driven

primarily by higher volume, lower manufacturing costs and to a lesser extent,

product mix.
Operating expenses
Operating expenses for 2006 were $49.9 million compared to $51.9 million in 2005.
As a percentage ofsales, operating expenses decreased to 16.3 percent in 2006 from
19.5 percent in 2005. This reduction in operating expenses is primarily attributable
to the operational savings due to the restructuring efforts partially offset by higher
incentive compensation expenses due to the improved operating performance in
2006.
SummaryFinancial Information
The following table sets forth Frigid’s summary historical and forecasted performance.
The projected financial results reflect various assumptions made by management
concerning the future performance of the company, which may or may not prove
correct. The actual results may vary from the anticipated results and such variations
may be material.
Selected Financial Data
Historical FYI 12/311

($mm, except where noted) 2004 2005 2006
Sales
Energy & Chemicals $62.7 $58.6 $69.6
Distribution & Storage 146.0 140.3 162.6
BioMedical 67.7 66.6 73.3
Total Sales $276.4 $265.5 $305.5
Gross Profit $72.2 $77.7 $94.0

EBIT 11.9 25.8 44.2
Adjusted EBITDA $24.2 $36.5 $56.7
Gross & Profit Margins (%)

Total Net Sales Growth (9.5%) (3.9%) 15.1%
Gross Margin 26.1% 29.3% 30.8%
EBIT Margin 4.3% 9.7% 14.5%
Adjusted EBITDA Margin 8.8% 13.7% 18.6%
Other Financial Data

Backlog $68.7 $49.6 $129.3
Capital Expenditures 2.8 9.4 12.9
Notes:
1 The historical selected financial data is presented on a pro forma basis to exclude discontinued operations
2 The gross profit and EBIT have been presented on a pro forma basis to exclude goodwill impairment, restructuring and
reorganization charges and adjustments
3 Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, reorganization adjustments and
restructuring charges and includes adjustments for certain other non-recurring items. See section 5 for reconciliation of
adjusted EBITDA

IncomeStatementData
Historical Dec. 311
($mm, except where noted) 2002 2003 2004 2005 2006
Sales
Energy & Chemicals $51.6 $57.3 $62.7 $58.6 $69.6
Distribution & Storage 196.8 190.0 146.0 140.3 162.6
BioMedical 53.5 58.0 67,7 66.6 73.3
Total Sales $301.9 $305.8 $276.4 $265.5 $305.5
Cost of Sales
Emergy & Chemicals $38.7 $47.0 $50.5 $40.6 $48.5
BioMedical 32.8 37.4 42.3 44.0 47.5
Corporate 1.5 1.8 0.3 (0.7) 0.1
Total Cost of Sales $214.9 225.5 $204.2 $187.9 $211.5
Gross Profit
BioMedical 20.7 20.6 25.4 22.6 25.8
Corporate (1.5) (1.8) (0.3) 0.7 (0.1)
Total Gross Profit $87.0 $79.8 $72.2 $77.7 $94.0
EBIT
BioMedical 12.8 13.2 18.1 15.1 17.2
Corporate (22.4) (19.9) (21.3) (16.4) (15.8)
Total EBIT $24.5 $21.4 $11.9 $25.8 $44.2
EBITDA
BioMedical 14.0 14.6 19.9 17.1 18.6
Corporate (12.1) (11.1) (17.8) (13.1) (12.5)
Total EBITDA $42.3 $37.8 $23.2 $35.6 $52.7
Non-Recurrin g Adjustments 1.1 1.1 1.0 0.9 4.0
Adjusted EBITDA $43.4 $38.9 $24.2 $36.5 $56.7
Notes:
1 Presented on pro forma basis to exclude discontinued operations and restructuring, goodwill impairment and
reorganization adjustments

IncomeStatementMetrics
Historical Dec. 311
(%) 2002 2003 2004 2005 2006
Sales Growth
Energy & Chemicals 11.1% 9.4% (6.5%) 18.8%
Distribution & Storage (3.5%) (23.2%) (3.9%) 15.8%
BioMedical 8.3% 16.7% (1.5%) 10.1%
Sales Growth 1.1% (9.5%) (3.9%) 15.0%
Sales Mix
Emergy & Chemicals 17.1% 18.8% 22.7% 22.1% 22.8%
Distribution & Storage 65.2% 62.2% 52.8% 52.8% 53.2%
BioMedical 17.7% 19.0% 24.5% 25.1% 24.0%
Gross Margin
Energy & Chemicals 25.0% 18.0% 19.5% 30.7% 30.3%
BioMedical 38.7% 35.5% 37.5% 34.0% 35.2%
Gross Margin 28.9% 26.1% 26.1% 29.2% 30.8%
EBIT Margin
BioMedical 23.9% 22.8% 26.7% 22.7% 23.4%
EBIT Margin 8.1% 7.0% 4.3% 9.7% 14.4%
EBITDA Margin
BioMedical 26.1% 25.1% 29.4% 25.6% 25.3%
EBITDA Margin 14.0% 12.3% 8.4% 13.4% 17.2%
Adjusted EBITDA Margin 14.4% 12.7% 8.8% 13.8% 18.5%
Notes:
1 Presented on pro forma basis to exclude discontinued operations and restructuring, goodwill impairment and
reorganization adjustments

Balance Sheet Data As of December 31,2006

Assets Liabilities &Equity
Cash & Equivalents $14.8 Accounts Payable $26.81

Accounts receivable, net 45.7 Billings in Excess 15.2
Inventories, net 47.9 Other Current Liabilities 33.6
Other current assets 28.5 Current Portion of LT Debt 3.0
Assets held for sale 3.6
Total Current Assets 140.5 Total Current Liabilities 78.6
PP&E, net 42.0 Long-Term Debt 76.4

Reproganizat io n Value 75.3 Other Long-Term Liabilities 36.6
Intangible Assets, net 48.5
Other Assets, net 2.2 Sharholders ’E qu ity 116.9
Total Assets $308.5 Total Liabilities & Equity $308.5
Capital Expenditures
Years Ending 12/311
($mm) 2005 2006
Maintenance
Energy & Chemicals $0.6 $0.3
Distribution & Storage 3.2 2.4
BioMedical 0.4 0.6
Total Maintenance $4.2 $3.3
Initiatives
Energy & Chemicals 1.0 1.3
Distribution & Storage 1.5 5.3
BioMedical 2.0 2.7
Total Initiatives $4.5 $9.3
Corporate/Other 0.7 0.3
Total Capital Expenditures $9.4 $12.9

Final Analysis
As hedge fund and private equity employees constantly evaluate investment
opportunities, your interviewers see you as no different. Will you add value to the firm,
both tangibly (add profits)and intangibly (culture fit)?
Reassure them through your interview that you will; you can convey your strong
command of an industry, ability to take on responsibility and rolodex of management
contacts.
If you need incentive, these jobs pay a minimum of six figures and it’s quite feasible
to break seven before you’re 30. Moreover, the work is challenging and your
coworkers are some of the smartest people in the country. Ask for constructive
feedback and build on it. Be confident and believe in your worth.
123
APPENDIX
Vault Guide to Private Equity and Hedge FundInterviews
Abbreviations
Finance Glossary
Headhunters
Abbreviations
AR: Accounts receivable
BS: Balance sheet
CAGR: Compunded annual growth rate
Cap: Capitalization
Capex: Capital expenditures
CFS: Cash flow statement
CIM: Confidential information memorandum
COGS: Cost of goods sold
Comps: Comparables
D: Debt
D&A: Depreciation and amortization
DCF: Discounted cash flow
E: Equity
EBITDA: Earnings before interest, depreciation and amortization
EBITDAR: Earnings before interest, depreciation, amortization and rent
EPS: Earnings per share
EV: Enterprise value
FCF: Free cash flow
FFO: Funds from operations
FIFO: First in, first out
HF: Hedge fund
IPO: Initial public offering
IRR: Internal rate of return
IS: Income statement
L: Libor
LIBOR: London interbank offered rate
LIFO: Last in, first out
LBO: Leveraged buyout
M&A: Merger & acquisition
Memo: Memorandum
NOL: Net operating losses
NPV: Net present value
NWC: Net working capital

P/E: Price to earnings per share
PE: Private equity
PIK: Paid in kind
PIPE: Private investment in public equity
PP&E: Plant, property and equipment
ROA: Return on assets
ROE: Return on equity
ROI: Return on investment
SG&A: Selling, general and administrative
S&U: Sources and uses
WACC: Weighted average cost of capital
WC: Working capital
YOY: Year over year
127
FinanceGlossary
Absolute return: An absolute return manager is one without a benchmark who is
expected to achieve positive returns no matter what market conditions. Hedge fund
managers are also referred to as absolute return managers where they are expected
to have positive returns even if the markets are declining. This compares with mutual
fund managers who have relative return objectives when compared with their
benchmarks.
Accredited investors: Rule 501 (d) of the SE C provides a ready definition of an

“accredited investor.” Generally, for individuals, it is an individual having a net worth
in excess of $1,000,000 or income in excess of $200,000 individually or $300,000
jointly with a spouse, in each of the two most recent years with an expectation that
these income levels will continue.
Accretive merger: A merger in which the acquiring company’s earnings per share
increase.
Administrator: The offshore fund entity that manages the back office work and
individual accounts forthe fund.
Alpha: Alpha is the measure of a fund’s average performance independent of the

market, (i.e. if the market return was zero). For example, if a fund has an alpha of
2.0, and the market return was 0 percent for a given month, then the fund would, on
average, return 2 percent forthe month.
AML(Anti Money Laundering from the Patriot Act): The Patriot Act was adopted in
response to the September 11 terrorist attacks. The Patriot Act is intended to
strengthen U.S. measures to prevent, detect, and prosecute international money
laundering and the financing of terrorism. These efforts include new anti-money
laundering (AML) tools that impact the banking, financial, and investment
communities.
Annual report: A combination of financial statements, management discussion and

analysis, and graphs and charts provided annually to investors; they’re required for
companies traded publicly in the U.S. The annual report is typically filed with the 10-K.
Arbitrage: Arbitrage involves the simultaneous purchase and sale ofa security or pair
of similar securities to profit from a pricing discrepancy. This could be the purchase
and sale of the identical item in different markets to make profits - for example there
could be an arbitrage opportunity in the price of gold that is sold more expensively in
London than in New York. In this case the arbitrageur would buy gold in New York
and sell in London, profiting from the price differential. This could be applied to a
variety of transactions: foreign exchange, mortgages, futures, stocks, bonds, silver
orother commodities in one market forsale in another at a profit.
Asset classes: Asset class means a type of investment, such as stocks, bonds,real
estate, or cash.

Finance Glossary
AUM: Assets under management.
Balance sheet: One ofthe four basic financial statements, the balance sheet presents
the financial position ofa company at a given point in time,including assets, liabilities
and equity.
Basis points (bps): The general way spreads are measured in finance. 100 basis
points = 1 percent.
Benchmark: A benchmark is a standard that is used for comparison forperformance.

The benchmarks normally used by mutual fund managers are the S&P 500 or the
Dow Jones industrial average.
Beta: A value that represents the relative volatility of a given investment with respect
to the market.
Bond price: The price the bondholder (the lender) pays the bond issuer (the
borrower) to hold the bond (i.e., to have a claim on the cash flows documented on
the bond).
Bond spreads: The difference between the yield of a corporate bond and a U.S.
Treasury security ofsimilar time to maturity.
Bottom-up investing: An approach to investing that seeks to identify wellperforming

individual securities before considering the impact ofeconomic trends.
Buy-side: The clients of investment banks (mutual funds, pension funds and other
entities often called “institutional investors”) that buy the stocks, bonds and securities
sold by the investment banks. (The investment banks that sell these products to
investors are known as the “sell-side.”)
BWIC/OWIC: Bid wanted in comp/offer wanted in comp. This is when a client is

intending to trade securities, but wants to check the best bids or offers available from
a wide variety of brokers. Therefore, he will send a BWIC or OWIC request to brokers
and ask for their bids/offers (without revealing other broker’s bids/offers). Upon
aggregating the results, the client will usually execute the trade at the highest
bid/lowest offer given to him by the various market makers.
Callable bond: A bond that can be bought back by the issuer so that it is not
committed to paying large coupon payments in the future.
Call option: An option that gives the holder the right to purchase an asset for a
specified price on or before a specified expiration date.
Capital asset pricing model (CAPM): A model used to calculate the discount rate of a
company’s cash flows.
Capital expenditure: A major expenditure by a company on a physical asset in order

to operate the business on a day to day basis. CapEx might include purchasing a
building, machinery, or even land. Investment bankers make a distinction between
growth and maintenance CapEx, when evaluating a company.

Finance Glossary
Capital market equilibrium: The principle that there should be equilibrium in the
global interest rate markets.
Capital structure: This refers to the composition of a company’s debt and equity,
including stock, bonds and loans.
Capital structure arbitrage: An investment strategy that seeks to exploit pricing
inefficiencies in a firm’s capital structure. Strategy will entail purchasing the
undervalued security, and selling the overvalued, expecting the pricing disparity
between the two to close out.
CFA: Chartered financial analyst. An individual who has passed tests in economics,
accounting,security analysis, and money management, administered by the Institute
of Chartered Financial Analysts of the Association for Investment Management and
Research (AIMR). Such an individual is also expected to have at least three years of
investment-related experience, and meet certain standards of professional conduct.
These individuals have an extensive economic and investing background and are
competent at a high level of analysis. Individuals or corporations utilize their services
as security analysts, portfolio managers or investment advisors.
Chapter 7: The portion of the bankruptcy code that results in the liquidation of a
company’s assets in order to pay offoutstanding financial obligations.
Chapter 11: The portion of the bankruptcy code that allows a company to operate
under the bankruptcy court’s supervision for an indefinite period of time, generally
resulting in a corporate restructuring with the assistance ofan investment bank.
Chinese Wall: The separation between public and private sections of an investment
bank, including sales, trading and research from corporate finance. Many banks even
have physical barriers and/ore-mail restrictions to support this effort.
Collateralized debt obligation (CDO): A type of structured product or derivative,

comprised of multiple tranches of debt of different companies. These debt tranches
typically take the form ofloans or bonds.
Commercial bank: A bank that lends, rather than raises money. For example, if a
company wants $30 million to open a new production plant, it can approach a
commercial bank like Bank of America or Citibank for a loan. (Increasingly,
commercial banks are also providing investment banking services to clients.)
Commercial paper: Short-term corporate debt, typically maturing in nine months or

less.
Commodities: Assets (usually agricultural products or metals) that are generally

interchangeable with one another and therefore share a commonprice. For example,
corn, wheat and rubber generally trade at one price on commodity markets
worldwide.
Common stock: Also called common equity, common stock represents an ownership
interest in a company (as opposed to preferred stock, see below). The vast majority

Finance Glossary
of stock traded in the markets today is common, as common stock enables investors
to vote on company matters. An individual with 51 percent or more of shares owned
controls a company and can appoint anyone he/she wishes to the board of directors
or to the management team.Common stock also exists in private companies.
Comparable transactions or comparable company analysis (comps): A method of

valuing a company for a merger or acquisition that involves studying similar
transactions. Comps include a list of financial data, valuation data and ratio data on
a set ofcompanies in an industry.
Consumer price index (CPI): The CPI measures the percentage increase in a
standard basket of goods and services. The CPI is a measure of inflation for
consumers.
Convertible arbitrage: An investment strategy that seeks to exploit pricing

inefficiencies between a convertible bond and the underlying stock. A manager will
typically long the convertible bond and short the underlying stock.
Convertible bonds: Bonds that can be converted into a specified number ofshares of
stock.
Convertible preferred stock: A type of equity issued by a company, convertible

preferred stock is often issued when it cannot successfully sell either straight
common stock or straight debt. Preferred stock pays a dividend, similar to how a
bond pays coupon payments, but ultimately converts to common stock after a period
of time. It is essentially a mix of debt and equity, and most often used as a means for
a risky company to obtain capital when neither debt nor equity works.
Corporate debt: Non-government-issued, interest-bearing or discounted debt

instrument that obligates the issuing corporation to pay the bondholder a specified
sum of money at specific intervals and to repay the principal amount of the loan at
maturity. It is a bond issued by a corporation, for example AT&T or Ford.
Cost of goods sold: The direct costs of producing merchandise. Includes costs of
labor, equipment and materials to create the finished product, forexample.
Coupon payments: The payments of interest that the bond issuer makes to the
bondholder.
CPA: A certified public accountant is an individual who has received state certification
to practice accounting.
Credit cycle: The general market cycle of company defaults (companies that declare
bankruptcy due to lack of an ability to meet their financial obligations). Credit cycles
tend to be at their best (their lowest) during periods of low interest rates and general
overall market health. Credit cycles generally occur in five- to seven-year periods.
Credit default swap: A credit default swap is a derivative instrument that charges a
customer a quarterly premium in exchange for protection against a corporation filing
for bankruptcy. Originally invented by JPMorgan, the CDS market is a multitrillion

Finance Glossary
dollar market today, which trades on thousands of different credits globally. CD S is

traded on an index level, as well as on individual credits, and it’s even traded on
different capital structure levels of individual credits (i.e., loan CDS that generally
references senior secured debt versus regular CDS, which typically references senior
unsecured debt). CDS is traded on a spread basis, which is the amount by which a
protection buyer would pay a protection seller annually, quoted in bps.
Credit ratings: The ratings given to bonds by credit agencies (S&P, Moody’s, Fitch).
These ratings indicate the creditworthiness of a company or a financial instrument.
Crossed trades: This is a situation whereby a trader that is a market-maker is able to
find a buyer and a seller of the same security at the same time and thus executes
both trades without taking on any risk. By “crossing trades,” the market maker earns
the bid-ask spread, buying at her bid and selling at her offer.
Currencies: Any form of money that is in public circulation. The main traded
currencies are the U.S. dollar, Japanese Yen, British pound and the Euro.
Currency appreciation: When a currency’s value is rising relative to other currencies.
Currency depreciation: When a currency’s value is falling relative to other currencies.
Currency devaluation: When a currency weakens under fixed exchange ates.
Currency revaluation: When a currency strengthens under fixed exchange rates.
Debtor in possession (DIP): A DIP loan is a loan made to a company currently

operating in Chapter 11 bankruptcy. DIP refers to the nature ofthe loan, whereby the
company retains possession ofthe assets forwhich investors have a claim.
Default premium: The difference between the promised yields on a corporate bond
and the yield on an otherwise identical government bond. Also known as the “credit
spread.”
Default risk: The risk that the company issuing a bond may go bankrupt and “default”
on its loans.
Derivatives: An asset whose value is derived from the price of another asset.
Examples include call options, put options, futures, credit default swaps and interest-
rate swaps.
Dilutive merger: A merger in which the acquiring company’s earnings per share
decrease.
Discount rate: A rate that measures the risk of an investment. It can be understood
as the expected return from a project of a certain amount ofrisk.
Discounted cash flow analysis (DCF): A method ofvaluation that takes the net present
value of the free cash flows of a company. DCF is most likely the most important
concept a corporate finance analyst must master in order to be successful. It is at the
very core of most financial modeling.

Finance Glossary
Distressed securities investing: Investment strategy focusing on troubled or

restructuring companies at deep discounts through stocks, fixed income, bank debt
or trade claims. Seeks to exploit possible pricing inefficiencies caused by the lack of
large institutional investor participation.
Diversification: Minimizing of non-systematic portfolio risk by investing assets in

several securities and investment categories with low correlation between each other.
Dividend: A payment by a company to shareholders of its stock, usually as a way to

distribute some or all ofthe profits to shareholders.
Dow Jones Industrial Average: This is a price-weighted average of 30 actively traded

blue chip stocks, primarilyindustrials. The 30 stocks are chosen by the editors ofThe
Wall Street Journal (which is published by Dow Jones & Company), a practice that
dates back to the beginning of the century. The Dow is computed using a price-
weighted indexing system, rather than the more common market cap-weighted
indexing system.
DTC system: “DTC” means depositary trust company. This is a central repository
through which members electronically transfer stock and bond certificates (a
clearinghouse facility). The depository trust company was set up to provide an
infrastructure for settling trades in municipal, mortgagebacked and corporate
securities in a cost-efficient and timely manner. The “system” refers to the
mechanism whereby trades are matched up at the DTC.
EBIT: Earnings before interest and taxes
EBITDA: Earnings before interest, taxes,depreciation and amortization
8-K: A report filed with the SE C by a public company to update investors of any
material event.
Emerging markets investing: A generally long-only investment strategy which entails

investing in geographic regions that have undeveloped capital markets and exhibit
high growth rates and high rates of inflation. Investing in emerging markets can be
very volatile, and may also involve currency risk, political risk, and liquidity risk.
Endowments: A permanent fund bestowed upon an individual or institution, such as

a university, museum, hospital, or foundation, to be used fora specific purpose.
Enterprise value: Levered value of the company, the equity value plus the market
value ofdebt.
Equity: In short, stock. Equity means ownership in a company that is usually

represented by stock.
ETF: Exchange-traded fund. ETF’s are listed as individual securities in the equity
markets and are used to replicate an index or a portfolio of stocks.

Finance Glossary
Event-driven investing: Investment strategy seeking to identify and exploit pricing

inefficiencies that have been caused by some sort of corporate event, such as a
merger, spin-off,distressed situation, or recapitalization.
The Fed: The Federal Reserve Board, which manages the country’s economy by
setting interest rates. The current chairman of the Fed is Ben Bernanke and the
former chairman was Alan Greenspan.
Federal funds rate: The rate domestic banks charge one another on overnight loans
to meet Federal Reserve requirements. This rate tracks very closely to the discount
rate, but is usually slightly higher.
Financial instruments: An instrument having monetary value or recording a monetary

transaction. Stocks, bonds, options and futures are all examples of financial
instruments.
Financial sponsor: A general term used to refer to a firm that completes a financial
transaction, such as an LBO, on behalf of another company. Financial sponsors are
also known as private equity firms.
Fixed income: Bonds and other securities that earn a fixed rate of return. Bonds are
typically issued by governments, corporations and municipalities.
Fixed income arbitrage: Investment strategy that seeks to exploit pricing inefficiencies
in fixed income securities and their derivative instruments. Typical investment will
involve making long a fixed income security or related instrument that is perceived to
be undervalued, and shorting a similar, related fixed income security or related
instrument.
Float: The number of shares available for trade in the market times the price.
Generally speaking, the bigger the float, the greater the liquidity of a particular
security.
Floating rate:An interest rate that is pegged to other rates (such as the rate paid on
U.S. Treasuries), allowing the interest rate to change as market conditions change.
Forward contract: A contract that calls for future delivery of an asset at an agreed-
upon price.
Forward exchange rate: The price ofcurrencies at which they can bebought and sold
for future delivery.
Forward rates (for bonds): The agreed-upon interest rates for a bond to be issued in
the future.
Free cash flow: The measure of cash that a company has left over after paying for its
existing operations. FCF is generally calculated as operating income minus
maintenance CapEx minus dividends minus net increase in working capital.

Finance Glossary
FTSE (London): The Financial Times Stock Exchange 100 stock index, a market cap
weighted index of stocks traded on the London Stock Exchange. Similar to the S&P
500 in the United States.
Fund of funds: Investment partnership that invests in a series of other funds. A fund
of funds’ portfolio will typically diversify across a variety of investment managers,
investment strategies, and subcategories.
Fundamental analysis: Analysis of the balance sheet and income statements of

companies in order to forecast theirfuture stock price movements.
Futures contract: A contract that calls for the delivery of an asset or its cash value at
a specified delivery or maturity date for an agreed upon price. A future is a type of
forward contract that is liquid, standardized, traded on an exchange and whose
prices are settled at the end of each trading day.
General ledge entries: Abook of final entry summarizing all of a company’s financial
transactions, through offsetting debit and credit accounts.
General partner: Managing partner ofa limited partnership, who is responsible for the
operation of the limited partnership. The general partner’s liability is unlimited since
he is responsible for the debts of the partnership and assumes legal obligations (i.e
could be sued).
Generally accepted accounting principles (GAAP): The broad concepts or guidelines

and detailed practices in accounting, including all conventions, rules and procedures
that make up accepted accounting practices.
Glass-Steagall Act: Part of the legislation passed during the Depression (Glass-
Steagall was passed in 1933) designed to help prevent future bank failure; the
establishment of the F.D.I.C. was also part of this movement. The Glass-Steagall Act
split America’s investment banking (issuing and trading securities) operations from
commercial banking (lending). For example, J.P. Morgan was forced to spin off its
securities unit as Morgan Stanley. Since the late 1980s, the Federal Reserve has
steadily weakened the act, allowing commercial banks to buy investment banks.
Global macro investing: Investment strategy that seeks to profit by making leveraged
bets on anticipated price movements of global stock markets, interest rates, foreign
exchange rates, and physical commodities.
Goodwill: An account that includes intangible assets a company may have, such as
brand image.
Greenshoe option: An IPO over-allotment option that allows for underwriters to issue
up to 15 percent more of the underlying firm’s stock, in the event the offering is well
received by investors. “Greenshoe” refers to the Green Shoe Company, which was the
first to exercise such an option.

Finance Glossary
Hedge: A balance on a position in the market in order to reduce risk.
Hedge fund: An investment partnership,similar to a mutual fund, made up ofwealthy

investors. In comparison to most investment vehicles, hedge funds are loosely
regulated,allowing them to take more risks with their investments.
High-grade corporate bond: A corporate bond with a rating above BB+. Also called
investment-grade debt.
High water mark: The assurance that a fund only takes fees on profits unique to an
individual investment. For example, a $1,000,000 investment is made in year 1 and
the fund declines by 50 percent, leaving $500,000 in the fund. In year 2, the fund
returns 100 percent, bring the investment value back to $1,000,000. If a fund has a
high water mark, it will not take incentive fees on the return in year 2, since the
investment has never grown. The fund will only take incentive fees if the investment
grows above the initial level of $1,000,000.
High-yield bonds (a.k.a. junk bonds): Corporate bonds that pay high interest rates (to
compensate investors forhigh risk ofdefault.Credit rating agencies such as Standard
& Poor’s rate a company’s (or a municipality’s) bonds based on default risk. Junk
bonds rate at or below BB+.
“Hit the bid”: If a trader says that he’s been “hit” or someone has “hit the bid,” this
generally means that he has made a market in a particular security and a client has
opted to sell securities to the trader at his bid level. Thus, the trader has purchased
the securities, or been “hit.” When a trader is “lifted”, this is the opposite scenario,
in which securities were sold by the trader.
Holding period return: The income earned over a period as a percentage of the bond
price at the start of the period.
Hurdle rate: The return above which a hedge fund manager begins taking incentive
fees. For example, ifa fund has a hurdle rate of 10 percent, and the fund returns 25
percent for the year, the fund will only take incentive fees on the 15 percent return
above the hurdle rate.
Incentive fee: An incentive fee is the fee on new profits earned by the fund for the
period. For example, if the initial investment was $1,000,000 and the fund returned
25 percent during the period (creating profits of $250,000) and the fund has an
incentive fee of 20 percent, then the fund receives 20 percent of the $250,000 in
profits, or $50,000.
Inception date:The inception date is the date that the fund began trading.
Income statement: One of the four basic financial statements, the income statement
presents the results of operations of a business over a specified period of time, and
is composed of revenue, expenses, and net income.
Initial public offering (IPO): The dream of every entrepreneur, the IPO is the first time
a company issues stock to the public. “Going public” means more than raising

Finance Glossary
money for the company: By agreeing to take on public shareholders, a company

enters a whole world of required SEC filings and quarterly revenue and earnings
reports, not to mention possible shareholder lawsuits.
Institutional clients orinvestors: Large investors, such as hedge funds, pension funds,
or municipalities (as opposed to retail investors or individual investors).
Interest coverage ratio: A financial ratio used by investors to assess a company’s

ability to pay the interest on its debt. Usually measured as EBITDA/interest expense,
often a fixed number (or a schedule of numbers) is structured into loan contracts.
Investors tend to focus very heavily on both the coverage and leverage ratios of a
company before investing in its debt.
Interest rate swap: An interest rate swap is the exchange of interest payments on a
specific principal amount. An interest rate swap usually involves just two parties, but
occasionally involves more. Often, an interest rate swap involves exchanging a fixed
amount per payment period for a payment that is not fixed. (The floating side of the
swap would usually be linked to another interest rate,often the LIBOR.)
Investment adviser: The investment adviser is the individual or entity that provides
investment advice for a fee. Registered investment advisers must register with the
SEC and abide by the rules ofthe Investment Advisers Act.
Investment grade bonds: Bonds with high credit ratings that pay a relatively low rate
of interest, but are very low risk. Companies or debt securities with a B BB - or better
S&P rating (or Baa3 or better Moody’s rating) are generally considered investment
grade.
Investment manager: An investment manager is the individual who is responsible for

the selection and allocation ofinvestment securities.
IPO: An initial public offering is often referred to as an “IPO.” This is first sale ofstock
by a company to the public.
Junk bonds: Corporate bonds with a credit rating ofB B or lower. Also known as high-
yield bonds, these bonds are usually issued by companies without long track records
of sales or earnings or by those with questionable credit standing.
Large cap securities: Equity securities with relatively large market capitalization,
usually over $5 billion (shares outstanding times price per share).
Leverage: Leverage measures the amount ofassets being funded by each investment
dollar. The primary source ofleverage is from borrowing from financial institutions. An
example in everyday terms is a house mortgage. Leverage is essentially borrowing by
hedge funds using their assets in the fund as a pledge of collateral toward the loan.
The hedge fund manager then uses the loan to buy more securities. The amount of
leverage typically used by the fund is shown as a percentage of the fund. For
example, if the fund has $1,000,000 and is borrowing another $2,000,000, to bring
the total dollars invested to $3,000,000, then the leverage used is 200 percent.

Finance Glossary
Leveraged: This refers to companies or debt securities with a B B+ or lower S&P rating
(or Ba1 or lower Moody’s rating).
Leveraged buyout (LBO): The buyout ofa company with borrowed money, often using
that company’s own assets as collateral. LBOs were the order ofthe day in the heady
1980s, when successful LBO firms such as Kohlberg Kravis Roberts made a practice
of buying companies, restructuring them, and reselling them or taking them public at
a significant profit. LBO volume fueled the markets in 2004-2007 due to low default
rates, low interest rates and investor cash balances.
Leverage ratio: A financial ratio used by investors to assess a company’s debt

obligations in relation to its cash flow. Usually measured as total debt/EBITDA, often
a fixed number (or a schedule of numbers) is structured into loan contracts. Investors
tend to focus very heavily on both the coverage and leverage ratios of a company
before investing in its debt.
LIBOR: London interbank offered rate. The risk-free rate by which banks lend to one
another in London. Syndicated loans are priced with spreads above LIBOR. Very
similar to the Federal Funds rate.
“Lifted” or “lifted an offer”: If a trader is making a market in a particular security and

is “lifted,” this means a client has opted to purchase securities from the traderat her
offer price. To be “lifted” essentially means that the securities were purchased from
the trader. When a trader’s bid has been “hit”, this is the opposite scenario, in which
securities were purchased by the trader.
Limited partnership: The hedge fund is organized with a general partner, who
manages the business and assumes legal debts and obligations, and oneor more
limited partners, who are liable only to the extent of their investments. Limited
partners also enjoy rights to the partnership’s cash flow, but are not liable for
company obligations.
Liquidity: The amount ofa particular stock or bond available fortrading in the market.
For commonly traded securities, such as large cap stocks and U.S. government
bonds, they are said to be highly liquid instruments. Small cap stocks and smaller
fixed income issues often are called illiquid (as theyare not activelytraded) and suffer
a liquidity discount, i.e., they trade at lower valuations to similar, but more liquid,
securities.
Lockup: Time period that initial investment cannot be redeemed from the fund.
The long bond: The 30-year U.S. Treasury bond. Treasury bonds are used as the
starting point for pricing many other bonds, because Treasury bonds are assumed to
have zero credit risk take into account factors such as inflation. For example, a
company will issue a bond that trades “40 over Treasuries.” The 40 refers to 40 basis
points (100 basis points = 1 percentage point).
Making markets: A function performed by investment banks to provide liquidity for

their clients in a particular security, often for a security that the investment bank has

Finance Glossary
underwritten. (In others words, the investment bank stands willing to buy the security,
if necessary, when the investor laterdecides to sell it.)
Management company: A firm that, for a management fee, invests pools of capital,
for the purpose of fulfilling a sought-after investment objective.
Management fee: The fees taken by the manager on the entire asset level of the
investment. For example, if at the end of the period, the investment is valued at
$1,000,000, and the management fee is 1 percent, then the fees would be $10,000.
Market cap(italization): The total value ofa company in the stock market (total shares
outstanding x price per share).
Market neutral investing: Investing in financial markets through a strategy that will
result in an investment portfolio not correlated to overall market movements and
insulated from systematic market risk.
Markets (stock market): General term for the organized trading of stocks through
exchanges and over-the-counter. There are many markets around the world trading
equities and options.
Master-feeder fund: A typical structure for a hedge fund. It involves a master trading
vehicle that is domiciled offshore. The master fund has two investors: another
offshore fund, and a U.S. (usually Delaware-based) limited partnership. These two
funds are the feeder funds. Investors invest in the feeder funds, which in turn invest
all the money in the master fund, which is traded by the manager.
Medium cap securities: Equity securities with a middle-level stock market

capitalization. Mid-cap stocks will typically have between $1 billion and $5 billion in
total market capitalization (shares outstanding times price per share).
Merchant banking: The department within an investment bank that invests the firm’s
own money in other companies. Analogous to a private equity firm.
Money manager: A portfolio/investment manager, the person ultimately responsible

for a securities portfolio.
Money market securities: This term is generally used to represent the market for
securities maturing within one year. These include short-term CDs, repurchase
agreements, commercial paper (low-risk corporate issues), among others. These are
low risk, short-term securities that have yields similar to Treasuries.
Mortgage-backed bonds: Bonds collateralized by a pool of mortgages. Interest and

principal payments are based on the individual homeowners making their mortgage
payments. The more diverse the pool of mortgages backing the bond, the less risky
they are.
Multi-strategy: Investment philosophy allocating investment capital to a variety of

investment strategies, although the fund is run by one management company.

Finance Glossary
Multiples method: A method of valuing a company that involves taking a multiple of

an indicator such as price-to-earnings, EBITDA or revenue.
Municipal bonds (Munis): Bonds issued by local and state governments, a.k.a.,
municipalities. Municipal bonds are structured as tax-free for the investor, which
means investors in muni’s earn interest payments without having to pay federal taxes.
Sometimes investors are exempt from state and local taxes, too. Consequently,
municipalities can pay lowerinterest rates on muni bonds than other bonds of similar
risk.
Mutual fund: An investment vehicle that collects funds from investors (both individual
and institutional) and invests in a variety of securities, including stocks and bonds.
Mutual funds make money by charging a percentage ofassets in the fund.
NASDAQ : The Nasdaq is a computerized system established by the N ASD to facilitate

trading by providing broker/dealers with current bid and ask price quotes on over-the-
counter stocks and some listed stocks. The Nasdaq does not have a physical trading
floor that brings together buyers and sellers. Instead, all trading on the Nasdaq
exchange is done over a network ofcomputers and telephones.
NAV: Net asset value per share - the market value ofa fund share. Equals the closing
market value of all securities within a portfolio plus all other assets such as cash,
subtracting all liabilities (including fees and expenses), then dividing the result by the
total number of shares outstanding.
Net present value (NPV): The present value ofa series ofcash flows generated by an
investment, minus the initial investment. NPV is calculated because of the important
concept that money today is worth more than the same money tomorrow. The basic
rule of thumb is that if a project is NPV positive, it should be accepted. NPV is also
at the very core of most financial modeling by investment bankers.
Nikkei: The Nikkei index is an index of225 leading stocks traded on the Tokyo Stock
Exchange.
NINJA loan: A type of mortgage that requires “no income, no job and no assets.”
Non-convertible preferred stock: Sometimes companies issue nonconvertible

preferred stock, which remains outstanding in perpetuity and trades like stocks.
Utilities are the most common issuers of non-convertible preferred stock.
NYSE: The New York Stock Exchange is the oldest and largest stock exchange in the
U.S., located on Wall Street in New York City. The NYSE is responsible for setting
policy, supervising member activities, listing securities, overseeing the transfer of
member seats, and evaluating applicants. It traces its origins back to 1792, when a
group of brokers met under a tree at the tip of Manhattan and signed an agreement
to trade securities. The NYSE still uses a large trading floor to conduct its
transactions.
Options: A put option gives the holder the right to sell the underlying stock at a
specified price (strike price) on or before a given date (exercise date).A call option

Finance Glossary
gives the holder the right to buy the underlying stock at specified price (strike price)
on or before a given date (exercise date). The seller of these options is referred to as
the writer - many hedge funds will often write options in accordance with their
strategies.
Pairs trading: Non-directional relative value investment strategy that seeks to identify
two companies with similar characteristics whose equity securities are currently
trading at a price relationship that is out of their historical trading range. Investment
strategy will entail buying the undervalued security, while short-selling the overvalued
security.
Par: In trading, this refers to a debt securing trading at 100. Most loans and bonds
are issued at par. If they are issued at a discount, this is anything less than par.
Conversely, a premium is anything more than par. When trading at par, the yield of
the security can be inferred to be the same as its coupon. When trading below par,
the security has a higher implied yield, as securities are eventually redeemed at par.
Therefore, a 5 percent bond trading at 98 actually has more than a 5 percent yield,
since it will eventually be repurchased at 100. Thus, the investor will get this 2 point
increase, as well as the 5 percent coupon.
Pari passu: Latin for “without partiality,” this refers to when two or more instruments
share the same seniority in a company’s capital structure.
Patriot Act: The Patriot Act was adopted in response to the September 11 terrorist
attacks. The Patriot Act is intended to strengthen U.S. measures to prevent, detect,
and prosecute international money laundering and the financing of terrorism. These
efforts include new anti-money laundering (AML) tools that impact the banking,
financial, and investment communities.
Pension: Apension provides post-retirement benefits that an employee might receive

from some employers. Apension is essentially compensation received by the
employee afterhe/she has retired.
P/E ratio: The price to earnings ratio. This is the ratio of a company’s stock price to
its earnings-per-share. The higher the P/E ratio, the faster investors believe the
company will grow.
Portfolio turnover: The number of times an average portfolio security is replaced

during an accounting period, usually a year.
Prime brokerage: Prime brokers offer hedge fund clients various tools and services
such as securities lending, trading platforms, cash management, risk management
and settlements foradministration ofthe hedge fund.
Prime rate: The average rate U.S. banks charge to companies forloans.
Private equity: Also called “financial sponsors”, this term refers to the group of
investment firms that raise cash from investors to purchase public and private
companies through LBOs. Big name firms include: Bain Capital, Blackstone, Carlyle,

Finance Glossary
Hicks, Muse, Tate & Furst (recently renamed H M Capital), JPMorgan Partners, KKR,
Madison Dearborn, Texas Pacific Group and Thomas H. Lee.
Producer price index: The PPI measures the percentage increase in a standard
basket of goods and services. PPI is a measure of inflation for p roducers and
manufacturers.
Proprietary trading: Trading of the firm’s own assets (as opposed to trading client
assets). Also occasionally referred to as principal investing.
Purchase price multiple: The ratio measuring a firm’s LBO purchase price in
comparison to its EBITDA. Purchase price multiples are crucial for private equity
firms valuing potential targets.
Put option: An option that gives the holder the right to sell an asset for a specified
price on or before a specified expiration date.
Qualified purchasers: Qualified fund purchasers are individuals or families of

companies with $5,000,000 in investments or an entitythat holds and controls
$25,000,000 in investments. In order to qualify for the exemption offered under
Section 3(c) (7) of The Investment Company Act of 1940, all investors in such a
partnership must be qualified purchasers or knowledgeable employees for the
partnership to qualify forthe exemption.
Rate of return: The rate of return is the percentage appreciation in market value for
an investment security or security portfolio.
Regulation T: According to Regulation T, one may borrow up to 50 percent of the

purchase price of securities that can be purchased on margin. Known as initial
margin.
Relative value: Non-directional market neutral investment strategy that seeks to

exploit pricing discrepancies between a pair of related securities. Strategy will entail
buying the undervalued security and short selling the overvalued security.
Retail clients: Individual investors (as opposed to institutional clients).
Return on equity: The ratio of a firm’s profits to the value of its equity. Return on
equity, or ROE, is a commonly used measure of how well an investment bank is
doing, because it measures how efficiently and profitably the firm is using its capital.
Risk arbitrage: Relative value investment strategy that seeks to exploit pricing
discrepancies in the equity securities of two companies involved in a merger-related
transaction. The strategy will entail the purchase of a security of the company being
acquired, along with a simultaneous sale in the acquiring company.
Roadshow: The series of presentations to investors that a company undergoing an
IPO usually gives in the weeks preceding the offering. Here’s how it works: The
company and its investment bank will travel to major cities throughout the country. In

Finance Glossary
each city,the company’s top executives make a presentation to analysts, mutual fund
managers and other attendees, while answering questions.
S&P500: Standard & Poor’s 500 is a basket of 500 stocks that are considered to be
widely held. This index provides a broad snapshot of the overall U.S. equity market;
in fact, over 70 percent ofall U.S. equity is tracked by the S&P 500.
Secured debt: Debt that is secured by the assets of the firm is referred to as secured
debt. Although usually coming in the form of loans, secured debt can also take the
form of bonds. If a company is liquidated, those investors in the firm’s secured debt
are paid out first and foremost with the proceeds from the sale of the firm’s assets.
Secured debt is almost entirely classified as “senior debt”.
Securities and Exchange Commission (SEC): A federal agency that, like the Glass-
Steagall Act, was established as a result of the stock market crash of 1929 and the
ensuing depression. The SEC monitors disclosure of financial information to
stockholders, and protects against fraud. Publicly traded securities must first be
approved by the SEC prior to trading.
Securities lending: This is a loan of a security from one broker/dealer to another,who

must eventually return the same security as repayment. The loan is often
collateralized. Securities lending allows a broker-dealer in possession of a particular
security to earn enhanced returns on the security through finance charges.
Securitize: To convert an asset into a security that can then be sold to investors.
Nearly any income-generating asset can be turned into a security. For example, a 20-
year mortgage on a home can be packaged with other mortgages just like it, and
shares in this pool of mortgages can then be sold to investors. Collateralized debt
obligations are a form of securitization.
Selling, general and administrative expense (SG&A): Costs not directly involved in the
production of revenues. SG&A is subtracted as part of expenses from gross profit to
get EBIT.
Sell-side: Investment banks and other firms that sell securities to investors, both retail
and institutional. Naturally,investors purchasing these securities are on the buy-side.
Senior debt: Most often in the form of loans or bonds, this refers to debt that has
repayment priority in the event of bankruptcy. “Senior” also refers to the place of the
debt in the firm’s capital structure in comparison to other instruments of the same
type.If a firm is liquidated, its senior debt is paid out before its junior debt.Therefore,
junior debt usually must compensate investors with higher yield from spreads for this
increased risk.
Series 7 & 63: The NASD Series 7 General Securities Representative exam is the
main qualification for stockbrokers, and is normally taken in conjunction with the
Series 63 Uniform State Law Exam.

Finance Glossary
Short selling: Short selling involves the selling of a security that the seller does not
own. Short sellers believe that the stock price will fall (as opposed to buying long,
wherein one believes the price will rise) and that they will be able to repurchase the
stock at a lower price in the future. Thus, they will profit from selling the stock at a
higher price now.
Small cap securities: Securities in which the parent company’s total stock market
capitalization is less than $1 billion.
Soft commodities: Tropical commodities such as coffee, sugar and cocoa. In a

broader sense may also include grains, oilseeds, cotton and orange juice. This
category usually excludes metals, financial futures and livestock.
Sovereign debt: Fixed income security guaranteed by a foreign government.
Special situations investing: Investment strategy that seeks to profit from pricing
discrepancies resulting from corporate “event” transactions, such as mergers and
acquisitions, spin-offs, bankruptcies, or recapitalizations. Also known as “event
driven.”
Spot exchange rate:The price ofcurrencies for immediate delivery.
Statement of cash flows: One of the four basic financial statements, the statement of
cash flows presents a detailed summary ofall of the cash inflows and outflows during
a specified period.
Statement of retained earnings: One of the four basic financial statements, the
statement of retained earnings is a reconciliation of the retained earnings account.
Information such as dividends or announced income is provided in the statement.
The statement of retained earnings provides information about what a company’s
management is doing with the company’s earnings.
Stock: Ownership in a company, whether public or private.
Stock swap: A form of M&A activity in whereby the stock of one company is
exchanged forthe stock ofanother.
Strategy (trading strategy): A “trading strategy” refers to the investment approach or

the techniques used by the hedge fund manager to have positive returns on the
investments.
Strong currency: A currency whose value is rising relative to other currencies.

Subprime: Subprime generally refers to a type of mortgage loan issued to someone
who has a credit score or other situation that does not qualify him for a typical
mortgage. Generally riskier than conventional mortgages, these have higher interest
rates and generally also have higher default rates than regular mortgages. Many
subprime mortgages were packaged into CDOs and sold to investors, as it was
believed that much of the individualborrower risk was diversified away by doing so.

Finance Glossary
Subscription period: The subscription period is the amount of time that the investor
is required to keep the investment in the fund without withdrawal, typically one to two
years.
Swap: A type ofderivative, a swap is an exchange offuture cash flows.Popular swaps

include foreign exchange swaps and interest rate swaps.
Syndicate: A group of investment banks that together will underwrite a particular

stock or debt offering. Usually the lead manager will underwrite the bulk of a deal,
while other members ofthe syndicate will each underwrite a small portion.
Syndicated loan: This refers to a type of loan provided to a company by a group of

lenders (investment banks and/or institutions).
T-Bill yields: The yield or internal rate of return an investor would receive at any given
moment on a 90-120 government treasury bill.
10-K: An annual set ofaudited financial statements ofa public company filed with the
SEC. The 10-K includes a balance sheet, cash flow statement and income statement,
as well as an explanation of the company’s performance (usually referred to as
management’s discussion and analysis). It is audited by an accounting firm before
being registered.
10-Q: A set of quarterly financial statements of a public company filed with the SEC.
The 10-Q includes a balance sheet, cash flow statement and income statement,
among other things. As the fourth quarter’s performance is captured in the 10-K,
public companies must only file three of these per year.
Tender offers: A method by which a hostile acquirer renders an offer to the

shareholders of a company in an attempt to gather a controlling interest in the
company. Generally, the potential acquirer will offer to buy stock from shareholders at
a much higher value than the market value.
Tombstone: Usually found in pitchbooks, these are logos and details from past
successful deals done by an investment bank. Often times for hallmark transactions,
these same details will be placed on a notable object and distributed to the company
and bankers, to serve as a memento of a deal. For example, a high-yield bond for a
sporting equipment manufacturer might be commemorated with actual baseball bats
or footballs, inscribed with transaction information.
Top-down investing: An approach to investing in which an investor first looks at trends

in the general economy, and next selects industries and then companies that should
benefit from those trends.
Trading disclosure: Trading disclosure refers to revealing actual trades, portfolio

positions, performance and assets under management.
Transparency: Transparency refers to the amount of trading disclosure that hedge

fund managers have to give to the SEC and their investors.

Finance Glossary
Treasury securities: Securities issued by the U.S. government. These are divided into
treasury bills (maturity ofup to two years), treasury notes (from two years to 10 years
maturity), and treasury bonds (10 years to 30 years). As they are government
guaranteed, often treasuries are considered risk-free. In fact, while U.S. treasuries
have no default risk, they do have interest rate risk; if rates increase, then the price
of UST’s will decrease.
Treasury stock: Common stock that is owned by the company but not outstanding,
with the intent either to be reissued at a later date,or retired. It is not included in the
calculations of financial ratios, such as P/E or EPS, but is included in the company’s
financial statements.
Underwrite: The function performed by investment banks when they help companies
issue securities to investors. Technically, an investment bank buys the securities from
the co mpany and immediately resells the securities to investors for a slightly higher
price, making money on the spread.
Weak currency: A currency whose value is falling relative to other currencies.
Yield to call: The yield of a bond calculated up to the period when the bond is called
(paid offby the bond issuer).
Yield: The annual return on investment. A high-yield bond, for example, pays a high
rate of interest.
Yield to maturity: The measure of the average rate of return that will be earned on a
bond if it is bought now and held to maturity.
Zero coupon bonds: A bond that offers no coupon or interest payments to the
bondholder.

Headhunters
A.E. Feldman Choi &Burns,LLC
708 Third Avenue 590 Madison Avenue
New York, NY 10017 21st floor
Phone: (212) 324-7900 New York, NY 10022
www.aefeldman.com Phone: (212) 755-7051
Fax: (212) 335-2610
Email: info@choiburns.com
A-L Associates
www.choiburns.com
546 Fifth Avenue
6th Floor
New York, NY 10036 Coleman &Company
Phone: (212) 878-9000 144 East 44th Street
Fax: (212) 878-9096 8th Floor
Toll Free: (800) 292-1390 New York, NY 10017
www.alassoc.com Phone: (212) 867-4678
www.colemancompany.net
CarterPierce
11150 Santa Monica Boulevard Conley &Company
Suite 100 260 Franklin Street
Los Angeles, CA 90025 18th Floor
Phone: (310) 477-7275 Boston, MA 02110
Fax: (310) 477-7235 Phone: (617) 399-5400
Email: resume@carterpierce.com www.conley.com
www.carterpierce.com
CornellGlobal
Centennial AdvisoryGroup P.O. Box 7113

30 Oak Street Wilton, CT 06897
Suite 203 Phone: (203) 762-0730
Stamford, CT 06905 Fax: (203) 761-9507
Phone: (203) 487-6171 Email: info@cornellglobal.com
Fax: (203) 504-7905 www.cornellglobal.com
Email: fcarr@centennialag.com
www.centennialag.com

Headhunters
CPI Delfino &Parker

1065 Avenue of the Americas 630 Fifth Avenue
Suite 704 Suite 2010
New York, NY 10018 New York, NY 10111
Phone: (212) 354-3933 Phone: (212) 332-3210
Fax: (212) 354-0114 Fax: (212) 332-3211
www.cpiny.com Email: joe@delfinoparker.com/
malcolm@delfinoparker.com
Cressida Partners LLC www.delfinoparker.com
300 Park Avenue

The Denali Group
Suite 1700
New York, NY 10022 230 Park Avenue
Phone: (212) 572-4858 Suite 1000
Fax: (212) 572-6412 New York, NY 10169
www.cressidapartners.com Phone: (212) 317-1960
www.denali-group.com
Cromwell Partners
DHR International
305 Madison Avenue
Suite 740 10 South Riverside
New York, NY 10165 Suite 2220
Phone: (212) 953-3220 Chicago, IL 60606
Fax: (212) 953-4688 Phone: (312) 782-1581
Email: info@cromwell-partners.com Fax: (312) 782-2096
www.cromwell-partners.com www.dhrinternational.com
CTPartners DM Stone
1166 Avenue of the Americas 250 Montgomery Street,

3rd Floor Suite 1110
New York, NY 10036 San Francisco, CA 94104
Phone: (212) 588-3500 Phone: (415) 391-5151
Fax: (212) 688-5754 Fax: (415) 391-5536
www.ctnet.com Email: mailbox@dmstone.com
www.dmstone.com

Headhunters
Dynamics Associates F.S. vonStade&Associates, Inc.

14 Penn Plaza 515 Madison Avenue
Suite 1712 28th Floor
Phone: (212) 629-8655 Phone: (212) 751-0055
Fax: (212) 629-3348 Fax: (212) 751-1958
Email: support@dynamicsny.com Email: resumes@fsvs.com
www.dynamicsny.com www.fsvs.com
EgonZehnder International GF Parish Group

Phone: (212) 519-6000 11566 Cedar Pass
Fax: (212) 519-6060 Minnetonka, MN 55305
Email: newyork@egonzehnder.com Phone: (952) 541-0613
www.egonzehnder.com Fax: (952) 542-9425
Email: resumes@gfparishgroup.com
The Execu-Search Group www.gfparishgroup.com
675 Third Avenue GlobalSystems Staffing,Inc.

5th Floor
New York, NY 10017 Phone: (800) 557-7176
Phone: (212) 922-1001 Fax: (800) 557-7181
Email: jobs@globalssi.com
Fax: (212) 972-0250
www.globalssi.com
Email: info@execu-search.com
www.execu-search.com
Glocap Search
156 West 56th Street
First Associates, Ltd.
4th Floor
55 East Jackson Boulevard New York, NY 10019

Suite 2150 Phone: (212) 333-6400
Chicago, IL 60604 www.glocap.com
Phone: (312) 253-4000
Fax: (312) 939-7731
Grady Levkov &Co., Inc.
Email: admin@firstassoc.com
www.firstassoc.com 580 Broadway
Suite 1100
New York, NY 10012
Phone: (212) 925-0900
Fax: (212) 925-0200
www.gradylevkov.com

Headhunters
Harris Associates L.P. Hunter Advisors

Two North LaSalle Street 1325 6th Avenue
Suite 500 28th Floor
Chicago, IL 60602 New York, NY 10019
Phone: (312) 621-0600 Phone: (212) 757-0500
www.harrisassoc.com www.hunterac.com
Harris /IICPartners Innovations Personnel Services

Incorporated (PSI)
4236 Tuller Road
Dublin OH 43017 345 California Street
Phone: (614) 798-8500 Suite 1750
Fax: (614) 798-8588 San Francisco, CA 94104
Email: info@harrisandassociates.com Phone: (415) 392-4022
www.harrisandassociates.com Fax: (415) 392-4164
www.innovpsi.com
Higdon Partners LLC
Integrated Management
230 Park Avenue
Resources
Suite 951
New York, NY 10169 7581 S. Willow Drive
Phone: (212) 986-4662 Suite 102
Fax: (212) 986-5002 Tempe, AZ 85283

Email: info@higdonpartners.com Phone: (480) 460-4422
www.higdonpartners.com Fax: (480) 460-4424
Email: barry@integratedmgmt.com
www.integratedmgmt.com
Huffman Associates, LLC
Applied Technology Center

International Market Recruiters
111 West Main Street
Bay Shore, NY 11706 55 West 39th Street
Phone: (631) 969-3600 New York, NY 10018
Fax: (631) 840-1051 Phone: (212) 819-9100

Email: info@HuffmanAssociates.com Fax: (212) 354-0420
www.huffmanassociates.com Email: lap@goimr.com
www.goimr.com

Headhunters
Jamesbeck GlobalPartners The McKibben GroupLLC

437 Madison Avenue 230 Park Avenue
28th Floor Suite 1000
Phone: (212) 616-7400 Phone: (212) 551-3520
Fax: (212) 616-7499 Fax: (212) 937-2023
Email: info@jamesbeck.com Email: tmg@mckibbengroup.com
www.jamesbeck.com
Mercury Partners
Korn/Fern International 60 East 42nd Street
1900 Avenue of the Stars Suite 760
Suite 2600 New York, NY 10165
Los Angeles, CA 90067 Phone: (212) 687-1500
Phone: (310) 552-1834 Fax: (212) 687-4102
www.kornferry.com Email: info@mercurypartner.com
www.mercurypartner.com
The Lapham Group, Inc.

80 Park Avenue MJE -ICSAssociates
Third Floor 17 Hanover Rd
Phone: (212) 599-0644 Florham Park, NJ 07932
Fax: (212) 697-2688 Phone: (973) 765-9400
Email: info@thelaphamgroup.com Fax: (973) 765-0881
www.thelaphamgroup.com Email: info@mjerecruiters.com
www.mjeadvisors.com
LongRidge Partners
Neal Management, Inc.

20 West 55th Street
6th Floor 450 Seventh Avenue
Phone: (212) 584-8930 New York, NY 10123
Phone: (212) 686-1686
Fax: (212) 584-8942
Email: info@longridgepartners.com Fax: (212) 686-1590
www.longridgepartners.com Email: info@nealmanagement.com
www.nealmanagement.com

Headhunters
Nordeman Grimm Phoenix Group International

65 East 55th Street P.O. Box 5690
33rd Floor Carefree, AZ 85377
New York, NY 10022 www.phxgrpintl.com
Phone: (212) 935-1000
Fax: (212) 980-1443 Pinnacle GroupInternational
Email: resume@nordemangrimm.com
130 Water Street
www.nordemangrimm.com
New York, NY 10005
Phone: (480) 488-4490
Olschwanger Partners, LLC
www.pinnaclegroup.com
7522 Campbell Road
Suite 113-196 Polachi
Dallas, TX 75248
10 Speen Street
Phone: (972) 931-9144
1st Floor
Fax: (972) 931-9194
Framingham, MA 01701
Email: pfo@osearch.org
Phone: (508) 650-9993
www.osearch.org/website
Fax: (508) 650-1503
Email: info@polachi.com
Options Group www.polachi.com
121 East 18th Street
New York, NY 10003
The Preston Group, Ltd.
Phone: (212) 982-0900
550 Pinetown Road, Suite 206
Fax: (212) 982-5577
Fort Washington, PA 19034
www.optionsgroup.com
Phone: (215) 628-8001
Fax: (215) 628-8011
The Oxbridge Group
Email: contact@theprestongroup.net
150 East 52nd Street www.theprestongroup.net
23rd Floor
New York, NY 10022
The Quest Organization
Phone: (212) 980-0800
One Penn Plaza
Fax: (212) 888-6062
Suite 3905
Email: info@oxbridgegroup.com
www.oxbridgegroup.com New York, NY 10119
Phone: (212) 971-0033
Fax: (212) 971-6256
Email: info@questorg.com
www.questorg.com

Headhunters
RamaxSearch, Inc. SearchOne, LLC

450 Seventh Avenue 19 West 44th Street
Suite 941 4th Floor
Phone: (212) 686-1686 Phone: (212) 286-2400
Fax: (212) 686-1590 Fax: (212)-382-0716
Email: info@ramaxsearch.com Email: info@search1.com
www.ramaxsearch.com www.search1.com
Ricks &RayPartners, LLC Sextant Search Partners

Phone: (212) 586-8200 521 Fifth Avenue
Email: search@ricksandrays.com 9th Floor
ricksandray.com New York, NY 10175
Phone: (212) 366-8600
RSR Partners Fax: (212) 366-8601

www.sextant.com
8 Sound Shore Drive
Suite 250
SG Partners Inc.
Greenwich, CT 06830
Phone: (203) 618-7000 16 East 52nd Street
Fax: (203) 618-7007 5th Floor
www.rsrpartners.com New York, NY 10022
Tel: (212) 922-9544
Email: sginfo@sgpartners.com
RussellReynoldsAssociates
www.sgpartners.com
200 Park Avenue
Suite 2300
The Sinon Group, LLC
New York, NY 10166

Phone: (212) 351-2000 330 Madison Ave
Fax: (212) 370-0896 New York, NY 10017
Email: info@russellreynolds.com Tel: (646) 495-5525
www.russellreynolds.com Fax: (646) 495-5531
www.sinongroup.com/sg/index.cfm
Schaller Consulting
Phone: (212) 682-9190
Email: john@schallerconsulting.com
www.schallerconsulting.com

Headhunters
Smith Hanley Wall Street Options, LLC

780 Third Avenue 60 East 42nd Street
8th Floor Suite 1405
Phone: (212) 915-0500 Phone: (212) 661-3738
Fax: (212) 915-0555 Fax: (212) 682-9180
www.smithhanley.com wsollc.com
Taylor Grey Whitney Group

369 Lexington Avenue 850 Third Avenue
4th Floor 11th Floor
Phone: (212) 687-8100 Phone: (212) 508-3500
Fax: (212) 687-1738 Fax: (212) 508-3589
Email: ny@taylorgrey.com www.whitneygroup.com
www.taylorgrey.com

Aboutthe Author
Alice Doo holds a B S from the Stern School of Business at NYU with majors in
finance and accounting. Post-college, she worked as an analyst at one of Wall
Street’s remaining bulge bracket investment banks. After undergoing the interviewing
season for p re-MBA associates at private equity firms, she was inspired to pass on
her study materials to the masses. She currently works at the Carlyle Group as an
associate.
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THE “RIGHT” BACKGROUND

Both judge candidates based on a spectrum: 1) analytical abilities, 2) industry

Senior-level positions are offered on a case-by-case basis, so traditional or unusual

MEET THE HEAD HUNTERS

The junior pre-MBA process

The junior post-MBA process

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OVERVIEW OF THE INTERVIEW

This guide’s ratio ofwork/deal experience (Chapter 3) to technical questions (Chapter

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WHY YOU AT XYZ FIRM

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Thebestcandidates are omniscient

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3. Whatdoyouhopetogain fromthis job?

5. Whydid youchoosethefirm youareat now/Whydidyouchoseyour

6. Whatin particularis attractiveaboutthis firm?

7. Areyouonly looking athedgefunds? Whatelse areyoulookingat?Private

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8. Whoelse areyouinterviewingwith/Whereareyouin theprocesswithother

9. Doyouplan ongoingtobusinessschool? Whyorwhynot?

10. Whatdoyouplan todoin thenextfive to10years?

11. Whatqualities/skillsdoyoufeel youhavethat are transferable tothis

12. Have youhadaperformance review?Whatdid itsay?

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13. Whatis yourideal workenvironment?Whatqualities wouldyourideal job

14. Tell mesomethinginteresting aboutyou/Whatdoyoudoin yourfreetime?

15. Whatis themostrecent bookyou’veread?

16. Whatseparatesyoufromother candidates?

17. Are youwilling tomovetothecity where thefirm is located (forjobs outside

18. Whatis themostdifficult experience youhavehad at work?Why?How did

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19. If there werenosuchbusinessashedgefunds/privateequity, whatwouldyou

20. Whatis youroutlookontheeconomy?

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The crux oftheinterview

Buy-side vs. sell-side

company is to expect significant growth in revenue, prepare for follow-up questions