Episode Transcript
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(00:00):
Hello and welcome back to the Market Maker podcast.
And we have a bit of a special miniseries that we're going to
be running throughout the next several weeks and months.
And I'm going to be joined by Sylvia who's on the call and
she's going to be guiding us through lots of different topics
around M&A and and corporate finance.
First thing is application season is just around the
(00:22):
corner. And given that in mind, what we
thought would be a really good first episode to get up and
running was how to talk about M&A&M&A deals in an interview.
And so everything from frameworks, how to use live
deals or recent deals, how to kind of lift your transferable
skills to implement them into a way that you're explaining to
(00:44):
really tie to the role and some potential pitfalls also that are
quite common that you can avoid.So Sylvia, great to have you
with us. Where do you want to begin?
Thank you, Hans. Yeah, I think it's like a really
good topic to begin with becausereality is like if you are
thinking about applying for an investment bank or like anyway
and banking related type of role, something which will
(01:07):
99.999% came up at your interviews like talk me about
the deal you're interested in. And like reality is that I think
it's like really easy to go downthe route of like pretending you
have previously worked on a deal.
But reality is like, if you are like intervene for your first
job, maybe for an internship opportunity or a grad
opportunity, you may not have that experience.
(01:28):
And realities like not even yourinterviewer wouldn't necessarily
be requesting that. So you can like do it a bit more
like, you know, smart way, like not pretending you have done
something similar, but just likehaving in mind a good structural
framework so that your interviewunderstands you know what you're
talking about, but still like without staking any previous
(01:49):
experience. Can I can I just ask right when
does this talk about a deal question come up in the context
of a an interview? What I mean is when someone says
explain to me like discounted cash flows or a free statement
model, like where does the deal part come in?
Is it typically at the end or the beginning?
Yeah. I would say like it depends from
(02:09):
bank to bank how your assessmentcenter or final stage interview
works. But usually you will get like an
interviewer, which is much more focused on the technical side of
things. So it's my experience.
And what I see like from chats with students is like usually
they start a bit more with thosequestions like you mentioned,
like walk me through ADCF, how do you value a company?
(02:29):
And then they will probably ask you like, do you have like some
experience like working on something similar, maybe through
a university projects or something like that.
And at that point they will start asking you about like, OK,
what's a deal that interested you a lot?
OK, I see, and so rather than just read the front cover of the
(02:50):
FT or the the kind of various newsletters that people get,
what's a what's AI know that obviously an interview technique
is used to style method a quite common one.
Is there something similar on how to present what otherwise
can be quite lengthy, complicated transactions in a
much more structured way? Yeah, absolutely.
(03:11):
I think like the main thing is like we could talk about a deal
for like 1 hour. We could be like here, me and
you and just like start rambling.
But like your interview is not there for that.
If you just like start talking and just like diving to details
which are not really the key point, that will not be a really
good start. So like what you may want to do
instead is like having a little bit of a framework and be just
(03:32):
like a step by step kind of likeinfrastructure in your head
about like, OK, these are the things I need to take off and
like mention because these are like the key elements of a deal.
And things like once you have that, like that is like your way
of thinking about it and you canjust like prepare 1-2 deals in
your mind, which also I think like one good advice for any
student is like this is a littlebit like CVS or like your cover
(03:55):
letters. You don't just write 1 and send
that to an investment bank you're applying for.
If you want to be really smart, you may want to look up like any
deals in which the investment bank you are applying for has
been involved. Like as the advisor was like one
of the advisors because like that will just make you do like
that step up in terms of like I did my research.
I'm really keen to work for thisinvestment bank and then know
(04:19):
like for example, what is like the key sector like this
investment bank is smashing likefrom a product perspective, so.
And whenever there is a big deal, just as a bit of guidance
and correct me if I'm wrong, butwhen the actual deal is
announced, you can go on the investor relations press
release, part of either of the companies involved.
(04:40):
And typically there's like a very short kind of announcement.
And at the bottom in the footnotes, it has the advisors
on the deal, right? So you can kind of like, OK,
there's a new deal, who's on it?Does it align with who I'm
applying to or just build out ifanything a bit of a library?
Because normally it's JP, it's city, it's city, it's Bank of
America and so on. Yeah, exactly that.
That's exactly correct. And like that you can start like
(05:02):
really having this key information that you need to
build in your mind structure. Think about when you want to
like expose this to your interviewer.
So, so talk, talk to me a littlebit more than about this, the
framework like what are the points within it?
What needs to be included and and is there a specific order?
Yeah, I would say that like first of all, like when,
whenever we're talking about like MNA already insane these
(05:25):
there are like two things involved.
It can be a merger, it can be anacquisition.
These are like 2 separate things.
So like, first of all, I think you need to be like to know what
type of deal you're talking about.
It can be an acquisition companies just acquiring another
one, right? Or it can be a merger.
Two companies are combining together in a new single entity.
You can have things like a spin off for like divestiture, you're
(05:48):
basically kind of like separating one side of your
business. Or again, you can have like an
LBO, A leveraged buyout specifically interesting if you
are interviewing, for example, for a private equity company,
because here we will have some involvement.
So first feel like this is like your OK, I know what I'm talking
about because I can't like categorize this in one of these
(06:08):
different types. Then I think like on top of
that, one key thing is like understanding, OK, why is this
happening? So basically there can be like
so many different reasons behindtransaction.
Like two companies can decide tointegrate for like synergies.
They can decide, I can decide tobuy another company because I
(06:29):
want to acquire the technology of this company or it can be
vertical integration. It can be like so many different
reasons and reality is like no real world deal.
You would have a few of these things that you can achieve with
the transaction if you're acquiring a company, but there
will always be like one of these, which is the key reason
why the company decides to go ahead.
(06:50):
It's like there is something else like you need to be like
really clear in your mind and talk about.
And I guess a big role of an advisor in a real world sense is
like, OK, so here's how you're performing, here's how they're
performing, Here's how we could work together for the benefit of
both. But then isn't there, here's
also the risks associated with, well, what, what's the downside
(07:11):
here? So we can make the most informed
decision about a potential valueof a transaction.
Is that right? Yes, that's correct.
Like with any banking role, you are acting as the advisor of
your client. So reality is like you can list
like all the pros or like the beautiful things you can achieve
with the transaction, but there are always many risks, like you
can have integration risks in anacquisition.
(07:33):
So maybe like the culture, the processes, the operations of the
two companies are just just likereally misaligned and they
cannot like get together. Think about like a really legacy
type of company. Everyone like goes to the office
like five days a week, everyone in person, like no holidays, if
not like Christmas time. So if you're thinking about
(07:53):
integrating this with a really kind of like junior, like really
kind of like start up phase flexible company, like it just
becomes really difficult, like it cannot work.
Maybe like all like the good things are there, maybe you
could have like some great like revenue synergies, but if the
two companies cannot work well together, like there's something
(08:15):
to bear in mind. And on top of that, there are
like many other type of risk, like you can have regulatory
scrutiny. You can have like some financing
risk, just like in raising debt or equity to pay for this
transaction. There can be some retention
risk, maybe putting two companies together or like
getting acquired to a parent which is a bigger company.
Your key stuff is no more happy or like your key clients may go
(08:35):
away. So these are all things.
Also bear in mind and like make sure to like list when you're
talking about the transaction. OK.
So just to to surmise then there's kind of four key things
to go in the framework. Then there's the type of deal
we're talking about, you said merger, acquisition, LBO.
So on the strategic rationale, the financial headlines to do
(08:57):
with the deal like the key big numbers, value, premium
multiples and then the risk and challenges.
So is that, is that the order you'd kind of go in roughly?
Yeah, probably I would do this like I would not like leave the
numbers to the end probably, butjust like bring that up like
either kind of like second or third of my steps because like
that is important. Like at the end of the day,
fantasies about numbers so. Do do you think that a question
(09:22):
I had. So like our former colleague
Stephen, he was great at say thestrategic rationale.
And actually, I don't know, correct me if I'm wrong, but it
feels like when it comes to valuation techniques and
modelling, most, most people canprobably learn and, and do that.
And I, and I find it hard to find a differentiator.
(09:44):
If I was like a whole bunch of candidates I was interviewing,
it's like, well, can you do thistechnical task?
Yes, yes, yes, yes, yes. So is it actually a lot of the,
the, the leverage comes from whether you can stand out, Is it
on that strategic rationale side?
Yeah, I think like at the end ofthe day, when we were talking
about like technicals, like being able to like work on a
model or like being able to do some focus realities, like it's
(10:07):
an art, but it's something you can learn.
And then you will develop throughout your career, of
course. And like the better you will be
at like making your assumptions for your model, for example, the
better analyst you will be able to be.
But then like you need to bring this into context also because
when you're talking with your client, you will need to be able
to generate ideas. Like many times, like the idea
could be like, Oh yes, I just sit in my, of his clients will
(10:29):
come and I will just and they will just ask me what they're
interested in me to do and to work on and I will do that.
No, reality is not really like that, especially as you like
become more senior in your career, like you will spend less
and less time just like sitting at your desk and like crunching
numbers. And he said more time out there
confide, talking with potential clients and pitching new ideas
(10:49):
that you need to generate. So like there is all that kind
of like generating process that where like all that strategic
rationale is so important. So like that will be super keen
like making you stand out as being able to even like
anticipate your clients needs aswell.
So, so reading between the linesof what you're saying, then in
an application process, you might get grilled on the
(11:09):
technicals by the analysts or associate, add to the MD's more
bigger picture, seeing what you're really thinking in that
strategic kind of way, that'd beright.
Yes, yes, that's correct. And I think like, again, when
you are asked to talk about likea specific deal, something
important will be like, don't just list the facts like you
have that structure in your mind, but not just think about
(11:31):
it as a check box because like your interviewer will want to
understand, OK, why is this interesting?
All the deals that are happeningright now?
Why is it the one you're talkingabout?
And it can really be because it's something like really
interesting from like a specificdeal perspective.
Like, I don't know, for example,anyone probably is really aware
of the Microsoft and Activision deal.
(11:51):
And that was like also really interesting from a regulatory
perspective. For example, there was like
immense regulatory scrutiny, butalso like it can be just because
it's something you're relatable to, like you're really
interested in that sector, like you're really passionate about
it. Like this is something exciting
you because it's something also tangible that like makes sense
for you. And so you're really interesting
to like talk about it and also work in that type of sector
(12:12):
perhaps. I would love to know from any of
our listeners who maybe are in their early careers, maybe doing
some of these jobs, maybe using some of the tools about, yeah,
AI and how that comes into how it's going to potentially not
change the way of the working methods of a lot of the modeling
techniques. I wonder if in the long term, a
(12:35):
superpower does become the rationalizing of the deal where
you can use tools. Like with most AI tools, it's
more about productivity and efficiency, whether you could
accelerate things. So yeah, if anyone has any
thoughts on that, I'd love to know.
But let's talk about using live and recent deal examples because
that's what you're kind of told to do.
So is it you just can't go into the past and use an old one?
(12:59):
Is it better to just go with like, oh, this happened last
week and that shows that you're following things or how would
you approach it? Yeah, it's a good question.
I would say like it doesn't necessarily be need to be like
that recent kind of like a couple of days ago this popped
out all the because like realities.
So when like you are so like at the very early stages of a deal,
you may not really have like also all the informational to
(13:21):
understand. It's like properly talk about it
might be just like a bit too early on, but I would say, well,
rather than going back a couple of years and the lies in
something from a couple of yearsago, you may want to some look
at something from like this current year perhaps.
But again, like you want to likefind the balance on it and also
like matched with that kind of like is this a deal where the
(13:42):
bank come interviewing for for like as being like actively
involved? Is that something like really
interesting to talk about or is it just recent?
But it's kind of like a pretty like vanilla type of deal that
has nothing really that much interested in it.
And deals are happening all the time, almost every day.
So where do you start? Like, how do you, how do you,
(14:02):
like, go right? OK, yeah, that's the one I'm
going to invest my time in because you can't study at the
depths we're talking about everysingle transaction.
So what advice would you give onlike how do you how do you
pinpoint the specific deal to focus on?
Yeah, I would do it like a bit of like step by step again like
look at like you're interviewingfrom maybe focus on like the
sector you're interested in or something that like you are
(14:24):
genuinely involved with. Again, it can be, I don't know,
maybe you really like video games.
It can be like some tech type ofcompanies or kind of like in the
AI spectrum because it's something that is really hot at
the moment and really interesting to talk about.
And like that calls gives you that rationale in like, OK, why
did you pick this specific deal with respect to like something
else? And then, yeah, I would say like
(14:46):
another advice is like, try to talk about like companies that
you know about. Or if you don't know about the
company, maybe you know the company which is acquiring but
not the target. You have never heard about that
company. But like, do your research.
Like, make sure to be ready to talk about it because you don't
want to run the risk of like talking about the company in a
really naive like way in which maybe you're interviewed, you
(15:07):
know it's a lot, and it's going to ask a question you don't
really know how to answer. So if you if you kind of distill
down then the whole interview and everything we've discussed,
what is it that they're actuallylooking for?
Like what? What are the core skills that
they're trying to unearth by having this conversation about a
deal? Yeah, that's a good question.
(15:28):
I think like again, there will be all the technical elements
and again, you may be a bit morelucky or not depending on like
an interview in front of you. They may be really you more or
less. But you want to get there with
like that basic kind of like finance understanding and like
you may have not studied financelike that is not needed.
You may not have like some previous experience like job
(15:49):
wise, but you want to be able toanswer some questions like walk
me through ADCF, how can you value a company and similar
because like these are really the basics and like realities.
If you would like to work in M&Aprobably is something new I've
ever like read into or can fly researched on.
And then I would say it's a lot about like transferable type of
(16:12):
skills as well. Like you want to leverage what
you have done in the past in order to be able to like show to
your interviewer where they should pick you with respect to
another person. Because indeed you have those
skills that you can really leverage for the job.
And that can depend like maybe you have no previous experience,
like nothing at all. To be like fair, when I did my
first internship and I was interviewing, I didn't have like
(16:33):
some previous experience like ina bank.
I didn't do like spring weeks. Spring weeks were not really a
thing when I was interviewing. And then like I didn't have a
previous internship in another place.
So I just like talked about whatI was familiar with, like
simplified simulations because Ihad done them in the past.
And those like at uni for example, I was doing like a CFA
research project, which was likea team based type of task over a
(16:56):
few months. And I talked about that because
like as part of that I had done some modelling, I had done some
pitching, some teamwork. And so like these are all
elements that I've been able to bring up.
But maybe then you have like a past work in history, maybe
you're being audit and then in that case, you can like leverage
more the due diligence risk sideof things.
(17:16):
Or again, you may have been consulting.
And in that case, it becomes more like your strategic
thinking. Again, I think it's all about
like showing you have those skills that are needed for the
job. You have your basic
understanding of the finance elements and you are interested
enough in the field and curious enough.
Curiosity is really important I think to show that, OK, you've
(17:37):
done your research, you're on top of what is happening in
markets. You are aware of like really
interesting deals that are happening right now.
You are like if you count like all these things that you put
them together like it generates a really good profile that the
bank should 100% be interested in.
So with all the students you mentioned right at the top of
the conversation, you talk to lots of students, interact them
(17:57):
all the time about this very topic.
What are some of the most commonmistakes or pitfalls that you
see them when you're when they're doing this thing in
reality? Yeah, I would say again, like
you don't need to pretend you have previous work experience.
Like we all feel like we should have had some previous work
experience. If it's not there, just don't
(18:18):
fake it. Like again, talk about something
different, like leverage what you have done.
That doesn't need to be like another experience in another
bank. It can be like your work with
finance societies at uni, for example, or like some other
projects you worked on at uni. I think like genuinely talking
about that as something that wasreally interesting for you and
brought you to thinking about a career in M&A or in banking is
(18:41):
much more powerful than pretending to have like worked
on some deals in the past because like the interviewer
will be able to understand it. That is not the case.
It's like don't think it would be like first advice.
And then I think again, don't think about it as like just like
checking some boxes, like understand why something is
really interesting. Why is something you really want
(19:02):
to talk about and like always link back to the YM and a or why
this specific bank? These are like the scariest
questions. Usually, like every students
like comes to me and they're like, how do I answer to why I'm
an A Like it's a bit of a scary question.
It's like it's so wide, but you want to kind of like link back
what you're talking about when you are dissecting a deal, when
(19:23):
you're talking about your previous experience to OK, This
is why I'm interested in the really in working here for this
type of job because like to be fair, if you have a passion for
it, it's something really exciting for you.
It means that you would just enjoy more and more for the job.
And so eventually, like naturally you will also perform
better. And actually, you're also like,
(19:43):
more likely to be sticky at the back because, like, why should
you go away if you really love that job?
Yeah, I always say to, to students in any interview
situation, it's like I, I, I getthem to do like an exercise.
I'm like, OK, tell me about a very technical market term
terminology or something And they'll explain it to me and
they give me the correct answer.And then I'll say tell me about
(20:05):
something like a hobby that you do.
And the delivery difference between A&B is like night and
day. And it's like, look, I know
you're not going to like love it, at least at the very
beginning to the point that you love, let's say tennis or
something like that. But.
The lesson being the observationof how you're storytelling and
using your body, your voice, your eyes, you know the
(20:27):
interaction, you know, that's super important.
So goes back to, like you said, got to choose something you're
genuinely interested in and it starts from there.
Like gaming you mentioned, like if you're, if you love gaming,
like lean into that, embrace it.And that's your superpower to
talk about is great. So yeah, Sylvia, amazing stuff.
I know this is the first of actually lots that we're going
(20:48):
to do and try and hopefully release one every week in the
future. So don't forget to subscribe to
the channel, hit the bell icon so you get notified every time
that these drop. And hopefully it's not only
going to be hopefully interesting, but also
educational and will help with your applications that are up
and coming. Thanks.
Thank you, Sylvia. Perfect.
Thanks everyone.