97) Which two of the following does the final bid procedures letter require bidders to submit? I. HSR approval II. Board of directors approvals (if appropriate) III. Cash in escrow covering full purchase price

IV. Markup of the draft definitive agreement in a form that the buyer would be willing to sign A) II and IV B) II and III C) I and IV

D) I and III

98) I. II. III. IV.

A) B) C) D)

Which criteria do strategic buyers use in screening for attractive acquisition targets? Growth opportunities Transactions requiring HSR approval Purchasing power with suppliers

Companies with shareholders who have recently rejected multiple bids II and III

II and IV I and III I and IV

99) Who typically provides the stapled financing in a sale process? A) The investment bank running the sale process B) The target company being sold

C) A third party hedge fund or debt investment fund D) A third party investment bank separate from the sale process

100) All of the following are termination provisions under which one party may terminate a definitive agreement rather than complete the deal EXCEPT A) The seller accepts a superior offer B) A permanent injunction (i.e., a court order blocking the deal)

C) The target CEO is not offered a job by new buyer D) A failure to obtain regulatory or shareholder approvals

101) At what point during an auction is the Initial Bid Procedures Letter typically distributed to bidders? A) Along with the teaser B) Prior to the signing of the Confidentiality Agreement

C) At the start of management presentations D) Following distribution of the CIM

102) On what legal basis might a buyer argue that it is no longer obligated to close the transaction after the signing of the Definitive Agreement but prior to closing?

A) Breakup fee B) Squeeze-out provision C) MAC D) No shop provision

103) Rank the following events in the order in which they occur in an M&A auction process: I. Seller delivers an Information Memorandum to a potential buyer II. Seller delivers a Teaser to a potential buyer III. Seller delivers a Final Procedures Letter to a potential buyer

IV. Buyer signs and returns the Confidentiality Agreement A) II, I, III, IV B) IV, II, I, III C) I, IV, II, III

D) II, IV, I, III

104) Which of the following statements regarding the first round of an M&A sale is true? A) A contact log is started once bids are received B) The initial bid procedures letter is distributed along with the teaser C) Prospective bidders are contacted only after they sign the CA

D) Bidders must sign a CA prior to receipt of the CIM

105) Which of the following provisions is typically included in the Confidentiality Agreement? A) Preliminary value indications B) Fee arrangement C) Standstill agreement

D) Proof of financing

106) In which scenario is the period from signing of the definitive agreement to transaction funding and closing most accelerated? A) Acquirer is using a mix of stock and cash financing B) Acquirer is using cash on hand to finance the deal

C) Acquirer financing consists of all-stock D) Acquirer financing consists of bank debt and bonds

107) Under which circumstance can a seller cancel the sale process after it has accepted first round bids? A) With written approval from each of the remaining bidders B) With approvals from the SEC or other appropriate local finance authority

C) At any time with no approvals necessary D) When proof of change in capital markets conditions or company financial performance is provided

108) A typical Confidentiality Agreement governs all of the following EXCEPT A) Non-solicitation B) Use of information C) Term

D) Minimum acceptable value

109) All of the following are key sections of a definitive agreement EXCEPT:

A) Closing conditions B) Transaction Structure

C) Non-solicitation D) Representations and Warranties

110) The buy-side adviser typically performs all of the following during a sale process EXCEPT A) renders a fairness opinion for the buyers Board of Directors B) renders a fairness opinion for the sellers Board of Directors C) detailed valuation work

D) negotiations with the sell-side adviser

111) In which case would a buyer need to make Representations ("Reps") and Warranties about its business?

A) The buyer is public European buyer B) The transaction value is above $1bn C) In a stock-for-stock transaction D) In an all-cash transaction

112) Please arrange the proper sequencing for the following M&A sell- side auction process events

I. II. III. IV.

A) B) C) D)

Buyer site visits First round bids received Definitive Agreement negotiations Teaser distributed

IV, II, I, III IV, I, II, III I, IV, II, III II, I, III, IV

113) Rank the following events in the order in which they occur in an M&A auction process:

I. Seller gives a potential acquirer a tour of the key facilities II. Seller announces signing of a Definitive Agreement III. Buyers receive the Final Procedures Letter IV. Buyers submit final bids

A) I, III, IV, II B) III, I, IV, II C) IV, I, III, II D) IV, II, III, I

114) From whom must investment bankers receive approval for the Fairness Opinion before it can be presented to the client company?

A) Internal Fairness Opinion committee B) Outside auditors C) Client company CFO D) Key shareholders

115) Which of the following forms the basis for the buy-side banker's first round valuation analysis?

A) Initial bid procedures letter B) CIM financial projections C) Teaser D) Site visits

116) At what point are buyers typically granted access to the data room?

A) Towards the end of the second round B) Prior to submission of first round bids C) At the start of the second round of the process D) Upon signing the CA

117) At which point in an M&A sale process is a fairness opinion typically rendered?

A) Just prior to Board approval and execution of the definitive agreement B) Immediately after receipt of first round bids C) Upon deal closing D) Upon public launch of the financing activities

118) A contract provision that permits underwriters to cancel a purchase agreement without penalty under specified circumstances is the

A) all-or-none B) market out clause C) escape clause D) emergency provision

119) All of the following company materials are provided by the company to its sell-side adviser so they can perform upfront due diligence on the target EXCEPT

A) Audited financials B) Recent presentations to the Board C) CIM D) Old lender presentations

120) The sell-side adviser coordinates each of the following M&A process points EXCEPT A) process launch B) Management presentation scheduling

C) buyers committed financing approval schedule D) site visits

121) For a given M&A sale process, at what point is the final population of the data room typically complete? A) By the start of the second round B) Prior to process launch

C) It is populated on a continuous basis through most of the second round D) Once the CIM is distributed

the fact that a stapled financing package offering debt financing equal to 4.0x LTM EBITDA with a one third minimum equity contribution affect a strategic buyers bid? A) It implies a floor bid of 6.0x B) It would not affect strategic buyers bid

C) It caps the strategic buyers bid at 7.0x D) It implies a floor bid of 5.33x

123) Bankers assess a potential buyers ability to pay on the basis of all of the following EXCEPT A) Synergies B) Buyers pro forma working capital ratios and PPE C) Buyers pro forma credit statistics

D) Accretion/(dilution) analysis for buyer

124) Which of the following documents does a public target file immediately after signing a Definitive Agreement?

I. II. III. IV.

A) B) C) D)

Press release Annual Report Merger proxy Reps and warranties

II and III I and IV I and III II and IV

125) Rank the following events in the order in which they occur in an M&A auction process:

Seller signs an engagement letter

Buyers return a Letter of Intent

Buyers receive a Teaser

IV. Buyers receive an Information Memorandum A) I, III, IV, II B) I, II, III, IV C) I, III, II, IV

D) III, IV, II, I

126) Assuming no regulatory issues or shareholder approval, which of the following is typically the key gating item for closing a deal in a timely manner? A) HSR filing B) Raising funds through a capital markets transaction

C) Bring-down due diligence D) Realization of estimated synergies

127) All of the following are key disadvantages to a targeted auction versus a broad auction EXCEPT A) Less business disruption B) Provides less market data on which the board can rely on to satisfy itself that value has been maximized

C) Lesser degree of competition D) Potentially excludes non-obvious, but credible, buyers

128) Which two of the following typically work together for the buyer to craft the base case target projections that form the basis for its valuation analysis and ultimate bid?

I. II. III. IV.

A) B) C) D)

M&A adviser Legal counsel In-house due diligence team Lenders

II and III II and IV I and III I and IV

129) At what point during the sale process does the financing provider typically commit to the final staple terms and conditions? A) Immediately prior to signing the Definitive Agreement. B) Upon launch of the sale process.

C) During the second round of the sale process, prior to submission of final bids. D) Immediately following the signing of the Definitive Agreement.

130) All of the following documents are used in the first round of an auction process EXCEPT a(n)

A) CIM B) Contact log C) Definitive agreement D) Teaser

131) All of the following are typical buy-side advisory roles EXCEPT A) Communications with the media B) Equity underwriter C) M&A adviser

D) Debt underwriter

132) Where will the buyer and its advisers find the target's supplier and customer agreements?

A) Confidentiality Agreement B) Data room C) CIM D) Definitive Agreement

133) Which of the following refers to a stock sale which is treated as an asset sale for tax purposes thereby allowing the target's assets to be written up and depreciated over time?

A) 363 Election B) 280G C) 338 D) Form S-3

134) All of the following provisions are typically covered in an engagement letter for a given M&A transaction EXCEPT

A) Advisory fees B) Acquisition financing terms C) Scope of work D) Length of term

135) At which point in the sale process do strategic buyers typically hire buy-side advisers? A) During the financing marketing period B) During Definitive Agreement negotiations C) Following site visits

D) During the first round

136) All of the following might lead to a deal not closing despite the fact that a Definitive Agreement was signed EXCEPT

A) Superior offer from another bidder B) No-shop provision C) Existence of a MAC D) Regulatory impediments

137) At what point during an auction is the Final Bid Procedures Letter typically distributed to bidders? A) At the site visits B) Prior to management presentations

C) During the second round after significant due diligence has been performed D) Following the investment banks rendering of the fairness opinion

138) At what point during an auction is the winning bidder generally chosen?

A) Following review of the final bid packages and ensuing negotiations B) Directly after site visits C) Following the investment banks rendering of the fairness opinion D) After the financing marketing period is completed

139) Which of the following buy-side due diligence discovery items might lead to a buyer reducing its first round bid price? A) Redundant job positions at the target B) Bloated corporate cost structure at the target

C) Additional cash and marketable securities on the targets balance sheet D) High debt breakage costs

140) process: I. II. III. IV.

Rank the following events in the order in which they occur in an M&A auction

Buyer signs and returns Confidentiality Agreement Buyer receives Teaser Buyer returns Statement of Interest Buyer receives Detailed Memorandum

A) I, II, IV, III

B) II, I, IV, III

C) II, I, III, IV

D) III, II, I, IV

141) The typical initial bid procedures letter requires bidders to provide all of the following EXCEPT A) Committed financing letters B) Form of consideration

C) Key assumptions behind purchase price D) Indicative purchase price