What is goodwill and how is it created in an acquisition?
Advanced Investment Banking Interview Questions
A practical article-style question list for candidates preparing for Superdays, later rounds, and pressure follow-ups.
Advanced investment banking interview questions test judgment under pressure: LBO returns, synergies, merger math, terminal value edge cases, and sector-specific valuation.
GOBLIN100 Questions 83-94
Use this advanced list after the accounting and DCF base is automatic. These questions reward clear assumptions, fast arithmetic, and a calm answer when the setup is messy. These are positions 83-94 of the ordered GOBLIN100 ramp.
- GOBLIN100 #83OFFERGOBLIN
Goodwill is the excess of the purchase price over the fair value of the target's identifiable net assets: the assets the buyer can name and value individually, marked to fair value, less the liabilities it assumes. It is created at closing under purchase accounting. The buyer allocates what it paid across every identifiable asset and liability, and the unallocated remainder is booked as goodwill, an intangible asset on the acquirer's balance sheet. Under US GAAP a public acquirer does not amortize it on a schedule. It carries goodwill, tests it for impairment at least annually, and writes it down when the acquired business is worth less than its carrying amount.
- GOBLIN100 #84Greenhill/ 1st Round/ Generalist
What is a typical sell-side M&A process?
A typical sell-side process is prep and the CIM, then round one with NDAs and non-binding indications of interest, then round two with the data room, management meetings and letters of intent, then signing and closing. The sell-side bank, the advisor working for the seller, runs it as a controlled auction. It releases information in stages and cuts the buyer list at each stage, which holds competitive tension while the client's confidential data stays protected. Kickoff to signing usually takes four to six months. Signing and closing are typically separate dates.
- GOBLIN100 #85Moelis/ 1st Round
What are the pros and cons of selling to financial sponsors vs. strategic buyers?
Strategic buyers are operating companies in the same or a nearby industry, and they typically pay the highest price, because they can fund part of it out of synergies: the cost savings and revenue gains that come from combining the two businesses. The seller pays for that in risk. An overlapping buyer more often triggers a lengthy antitrust review, the government's check on whether the deal reduces competition, and the target gets absorbed into the acquirer. Financial sponsors are private equity firms buying through one of their funds, using fund equity plus borrowed money. They usually underwrite the target's own standalone cash flow, so their price is more often the lower one, but they bring a quieter, more predictable process and continuity for management, the brand, and the workforce. A good answer prices the trade the way the seller does: the strategic sells the highest headline number, the sponsor sells certainty and continuity, and which one wins depends on what the owner is optimizing for.
- GOBLIN100 #86Bank of America/ 1st Round/ Healthcare
What happens if you write up assets for book purposes but not for cash tax purposes?
You set up a deferred tax liability equal to (book basis − tax basis) × the tax rate. That is the write-up amount times the tax rate. Book basis is what the asset is carried at on the financial statements. Tax basis is what the same asset is carried at on the tax return, and tax basis is what sets the depreciation you can actually deduct. The written-up portion gives you book depreciation you cannot deduct, so the company pays more cash tax than its book tax expense suggests. You book that future obligation today as a liability. No cash moves at closing.
- GOBLIN100 #87OFFERGOBLIN
Sponsor vs. LP: what's the difference?
The sponsor is the private equity firm itself, acting as the general partner (GP) of the fund: it raises the money, sources and negotiates deals, arranges the financing, and governs the companies it buys. The limited partners (LPs) are the outside investors who supply the money. Pensions, endowments, foundations, insurers, sovereign wealth funds, family offices. They typically stay passive on individual deals and take most of the profits, since they put up the large majority of the capital. The GP normally commits a small slice of its own money alongside the LPs, often a low single-digit percentage of the fund, and gets paid a management fee plus carried interest, a share of the gains that is commonly around twenty percent.
- GOBLIN100 #88Moelis/ 1st Round/ Generalist
What is the goal of an LBO?
An LBO is a leveraged buyout: a private equity sponsor buys a company with mostly borrowed money plus a relatively small check of its own equity. The goal is a high return on that equity. Sponsors typically underwrite to roughly a 20-25% IRR and a 2-3x MOIC over a hold of about three to five years. IRR is the annualized rate of return on the equity the sponsor put in. MOIC, or multiple on invested capital, is exit equity proceeds divided by equity invested, so 2-3x means getting two to three dollars back for every dollar in. Leverage in a typical deal is deliberately high, not minimized. Borrowing shrinks the equity check, so the same dollars of value creation land on a smaller base.
- GOBLIN100 #89Lazard/ Superday/ Technology
Walk me through an LBO conceptually.
An LBO is a private equity firm, the sponsor, buying a company with a small slug of its own equity and a large slug of borrowed money. The acquired company's free cash flow then pays interest and retires principal over a hold of roughly five years, and the sponsor sells at the end of it. The target does the borrowing, so the debt sits on its own balance sheet and the interest is deductible against the target's taxable income, not the sponsor's. The equity return comes off three levers: growing EBITDA, paying down debt, and exiting above the entry multiple.
- GOBLIN100 #90Moelis/ 1st Round/ Generalist
What makes a good LBO candidate?
A good LBO candidate has stable, predictable cash flow, keeps capital spending modest, holds a defensible market position, and a clear exit in roughly three to five years. The sponsor, the private equity firm buying the company, funds most of the purchase with borrowed money, so the target's own cash flow pays the interest and repays the principal. Predictability is the trait the rest hang off. Helpful on top: modest existing leverage, which leaves room to borrow more; a reasonable entry price; operating improvements you can point to; and a credible pool of future buyers, whether a strategic acquirer, another sponsor, or the public market.
- GOBLIN100 #91Evercore/ 1st Round/ PCM
How do you determine how much debt to use in an LBO?
You size it off cash flow. Start with what the credit markets are lending against EBITDA for a business of this quality, which for a stable, non-cyclical company is commonly four to six turns of EBITDA (that is, total debt of 4-6x EBITDA). Then pressure-test that amount. Build a downside case where EBITDA falls twenty to thirty percent and confirm the company still covers its cash interest roughly two times over, still makes its required principal payments, and still has room under its covenants (the financial tests written into the loan documents). The debt you actually use is the lower of what lenders will fund and what the downside case supports. Whatever is left of the purchase price is the sponsor's equity check.
- GOBLIN100 #92Bank of America/ Superday/ Leveraged Finance
How do we determine capital structure between loans and bonds?
Max out the secured bank loans up to the secured capacity lenders will underwrite, which in most markets is roughly 3.5x to 4.0x EBITDA, then fund any leverage above that line with high yield bonds. Loans sit highest in the capital structure and are secured, meaning they hold a legal claim on the company's assets, so they carry the lowest cost and get filled first. Once the collateral and cash flow coverage are used up, the incremental debt is priced as unsecured risk. Unsecured investors want a higher fixed coupon and give you less flexibility. That is what the bond gives you.
- GOBLIN100 #93Greenhill/ 1st Round/ M&A
How can a PE firm increase its return in an LBO? List 5 ways.
A private equity firm raises its return by making the equity it owns at exit worth more than the equity it put in. Five levers get it there: grow revenue, expand margins, exit at a higher multiple than it paid, use the company's cash flow to pay down debt, and fund more of the purchase price with debt at entry so the equity check is smaller. The first two grow EBITDA. The third raises the price per dollar of EBITDA. The fourth shrinks net debt, so more of the exit value belongs to the equity. The fifth shrinks the denominator of the return. Sponsors typically underwrite the operational levers and deleveraging, and they treat exit multiple expansion as upside that stays out of the base case.
- GOBLIN100 #94OFFERGOBLIN
Paper LBO: you buy a company at 8x EBITDA using 5x of debt, EBITDA stays flat, and you exit at 8x in year five having paid down half the debt. What's your return?
Roughly 1.8x your money and about a 13% IRR. Assume EBITDA of 100. You buy at 8x for an enterprise value of 800, funded with 500 of debt and 300 of sponsor equity. Five years later EBITDA is still 100 and the multiple is still 8x, so enterprise value is still 800, but debt is down to 250, leaving 550 of equity. That is a MOIC (multiple on invested capital, the cash you get back divided by the cash you put in) of 550/300 = 1.83x, and an IRR (the annual compounding rate that turns your entry equity into your exit equity) of about 12.9%.
What this level tests
- LBO returns and sponsor math
- Debt paydown, multiple expansion, and EBITDA growth
- Synergy value sharing and strategic buyer logic
- Biotech and finite-life asset valuation
- Terminal value sensitivity and edge cases
Past this point, interviewers stop testing knowledge and start testing pressure. The questions are LBO mechanics, sponsor logic, terminal value edge cases - content you have seen - but the bar is whether you defend the assumption set when they push back.
How to know you are ready
- You can frame the first answer in under 90 seconds.
- You can defend the assumption set when the interviewer pushes back.
- You can handle paper LBO, synergy, and terminal value changes without a calculator.
- You can separate formula misses from judgment misses after each rep.
Advanced vs other question levels
| Level | Example prompts | Ready when |
|---|---|---|
| Beginner | What does an investment bank do? What is enterprise value? Walk me through a DCF. | You can explain the concept cleanly before the first follow-up. |
| Intermediate | What happens if taxes fall in a DCF? How do AP days affect valuation? | You can connect formulas to valuation direction and name the trap. |
| Advanced | Calculate the LBO IRR. Why would a buyer not pay away all synergy value? | You can answer under pressure and defend the assumption set. |
Keep practicing in the full bank.
The samples above are public. The full question bank and adaptive engine live in the practice app.
This advanced investment banking interview question set pairs each prompt with a written direct answer, GOBLIN100 position, and bank context so candidates can compare question difficulty before moving into the full OFFERGOBLIN practice bank.
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