Case frameworks

M&A and private equity case interviews: how to evaluate a deal

Updated September 27, 2026 3 min readBy the MECE Editorial Team

Short answer

An M&A case asks whether a company or investor should buy a target. Check four things: whether the target's market is attractive, whether the target itself is strong, what it is worth compared with the price (including synergies), and whether the deal can be executed and integrated. Then recommend buying, walking away or negotiating a lower price.

Key takeaways

Market, target, value, execution: four branches cover almost every deal case.
Strategic buyers pay for synergies; financial buyers pay for returns.
The price must be justified by standalone value plus realistic synergies.
Revenue synergies are harder to deliver than cost synergies.

What is the M&A case framework?

Should the client buy the target?

Market
- Size and growth
- Profitability
- Trends and disruption risk
Target
- Market position and share
- Financial health
- Customers, products, management
Value
- Standalone value
- Synergies
- Price and financing
Execution
- Integration and culture
- Regulatory and antitrust
- Key risks

How do strategic and financial buyers differ?

	Strategic buyer (a company)	Financial buyer (private equity)
Why buy	Growth, capabilities, synergies with its business	Return on invested equity
How value is created	Combining operations, cross-selling	Operational improvement, debt financing, multiple expansion
Holding period	Usually indefinite	Usually several years, then an exit
Key question	Is it worth more to us than to anyone else?	Can we earn our target return at this price?

How do you value a target in a case interview?

Cases usually use a multiple: enterprise value = earnings measure × a multiple taken from comparable companies or deals. The fictional numbers below show how synergies justify a premium.

Is a $200M asking price justified?

Target EBITDA: $20M; comparable deals trade at 8× EBITDA → standalone value ≈ $160M
Premium asked: $200M − $160M = $40M
Cost synergies (combining warehouses and back office): $4M a year × 8 ≈ $32M of value
Standalone value + cost synergies ≈ $192M, still $8M short of the price
The deal only works if revenue synergies are real, or if the client negotiates the price down

How do private equity returns work in a case?

A simple leveraged buyout (illustrative)

Buy at $160M, funded with 50% debt: equity invested = $80M
Year 5: EBITDA grows to $30M; exit at 8× = $240M
Debt paid down from $80M to $50M → equity at exit = $240M − $50M = $190M
Multiple of money: $190M ÷ $80M ≈ 2.4×
Annual return (IRR): 2.375^(1/5) − 1 ≈ 19%

Notice where the gain came from: EBITDA growth (operations) and debt paydown. With no change in the multiple, both matter. That is the logic interviewers want you to explain.

What questions should you ask in an M&A case?

Why does the buyer want this deal: growth, capabilities, cost savings, or a financial return?
How attractive is the target's market, and how strong is the target within it?
What is the asking price, and what multiple does it imply compared with similar deals?
Which synergies are realistic, how fast, and at what one-time cost?
What could block or delay the deal: antitrust, financing, key customers or people leaving?

What are synergies, and why are they often overestimated?

Cost synergies come from removing duplication: one headquarters, combined purchasing, shared warehouses. Revenue synergies come from selling more together: cross-selling, bigger distribution. Cost synergies are more within management's control, so they are usually more reliable. Revenue synergies depend on customers behaving as planned. Always net out one-time integration costs and allow for delays.

What are the most common M&A case mistakes?

Judging the target without its market. A great company in a shrinking market is a trap.
Counting synergies at full value from day one, with no integration cost.
Forgetting the price. A good company can be a bad deal at the wrong price.
Skipping antitrust when the buyer and target compete directly.
No walk-away price in the recommendation.

Practice this with a live case

Reading builds recognition; solving builds skill. Each case below runs with MECE's AI interviewer, which answers your clarifying questions, pushes back and scores you out of 100.

M&A / private equity · Home services · hard
A private equity fund weighs a Sun Belt HVAC roll-up Practice live
M&A / private equity · Retail & healthcare · medium
Should a pet-supply retailer buy a veterinary clinic chain? Practice live
M&A / private equity · Consumer packaged goods · hard
A beverage giant considers buying a fast-growing sparkling-water brand Practice live
M&A / private equity · B2B software · easy
Should an HR software company buy a smaller rival? Practice live

Browse all 50 case interview examples and 50 market sizing questions.

Frequently asked questions

What is the framework for an M&A case interview?

Evaluate the market, the target, the value (standalone value, synergies and price) and the execution risks, then recommend buy, walk away, or buy at a lower price.

What is EBITDA and why is it used to value companies?

Earnings before interest, taxes, depreciation and amortization: a rough proxy for operating cash earnings. Multiplying it by a comparable multiple gives a quick enterprise value.

How is a private equity case different from a corporate M&A case?

The buyer cares about the return on its equity over a holding period, so leverage, operational improvement and the exit price matter more, and synergies with an existing business matter less.

MECE (mece.in) is an AI practice platform for case interviews and business problem solving, named after the consulting principle Mutually Exclusive, Collectively Exhaustive. It is not affiliated with McKinsey or any other consulting firm. Companies in worked examples are fictional and their figures are illustrative.