Private Equity interview preparation

Questions

100

Traced to a firm

83

Firms

40

Updated

September 2026

Asked at

All firmsAdvent International6Apollo Global Management6Audax Group6Carlyle Group6EQT6Silver Lake6Vista Equity Partners6WPWarburg Pincus6HIH.I.G. Capital5Oaktree Capital Management5Platinum Equity5TPTPG5General Atlantic4AMAres Management3Blackstone3Clayton Dubilier and Rice3GSGuggenheim Securities3Insight Partners3Invesco3Lazard3Neuberger Berman3NUNuveen3TSTruist Securities3Bain Capital2HWHarris Williams2Kohlberg Kravis Roberts2Millennium Management2Moody's2Rothschild & Co2WBWilliam Blair2Bessemer Venture Partners1Citi1Evercore1FTFranklin Templeton1Houlihan Lokey1HPS Investment Partners1KKR1Mizuho1MSMorgan Stanley1Sycamore Partners1

Topic

All topicsLBO mechanics7Value creation5Returns2Fund economics9Investment judgement18Valuation6Firm knowledge2Credit and financing9Operations4Due diligence8Career and fit11Sector knowledge4Accounting2Deal structuring7Industry knowledge3Brainteasers3

Level

AnyCoreIntermediateHard

Type

AnyTechnicalCaseFitMarket viewBrainteaser

1. 016Walk me through an SPV or holding company model.LBO mechanicsHardtechnicalNUNuveenPrivate Equity · London · 2024

   Say this

   Model the operating asset first, then layer the holding structure on top: cash flows rise from the asset through the acquisition vehicle, paying debt at each level in order, and whatever reaches the top is the sponsor's return.

   Then walk it

   1. Build the asset-level model: revenue, costs, taxes, CapEx and working capital, producing operating cash flow available for debt service.
   2. Then the asset-level or senior debt: interest, amortisation, and the debt service cover ratio. Lock-up tests at this level determine whether cash can move upward at all, which is the key structural feature.
   3. Cash that passes the tests distributes up to the holding company. There it services any holdco debt or shareholder loan, which is structurally subordinated because it sits behind the operating company's lenders.
   4. Whatever remains is distributable to the sponsor, so the equity return is computed on distributions received rather than on accounting profit.
   5. Model the tax and the group structure explicitly: where the deductions arise, whether losses can be surrendered between entities, and withholding on cross-border payments.
   6. The output is an equity IRR on the sponsor's cash flows, with the distribution lock-up tests as the thing to sensitise. In infrastructure especially, a covenant breach does not mean default, it means the cash stops flowing upward, and that alone can destroy the equity return.

   Where candidates lose it

   Modelling it as a single-entity LBO. The distinctive content is structural subordination and the distribution lock-up tests that trap cash at the operating company. Those tests are usually what breaks the equity case.

   Expect next

   • What is structural subordination?
   • What happens if the DSCR test is breached?
   • Why do infrastructure deals use this structure?

   Reported by candidates at Nuveen (Private Equity, London, 2024). Source: Wall Street Oasis.

2. 072How does purchase accounting work in a buyout, and why does the goodwill matter?LBO mechanicsHardtechnicalLazardInvestment Banking · New York · 2026

   Say this

   The target's assets are written up to fair value, identifiable intangibles are recognised, and whatever is left of the purchase price becomes goodwill. The write-up creates extra depreciation and amortisation, which reduces reported earnings.

   Then walk it

   1. Start with the equity purchase price, add assumed debt, and allocate that total across the target's assets at fair value.
   2. Tangible assets get written up to market value. Identifiable intangibles are recognised separately: customer relationships, technology, trade names, order backlog, each with its own amortisation life.
   3. Whatever cannot be allocated becomes goodwill, which is not amortised but is tested annually for impairment.
   4. The earnings effect: the write-up of tangibles and the new intangibles both generate incremental D&A, which depresses reported net income for years after the deal even though the cash economics are unchanged.
   5. The tax question is what matters commercially. In a stock deal the step-up is usually not deductible, so the extra D&A is a book charge only. In an asset deal or with a 338(h)(10) election, the step-up is tax-deductible and creates a real cash tax shield, which is worth paying for.
   6. Also write off the target's existing goodwill and reset deferred taxes. And note that a deferred tax liability is usually created against the non-deductible write-up, which is a common modelling error to miss.

   Where candidates lose it

   Saying the step-up always creates a tax benefit. It only does in an asset deal or with a 338(h)(10) election. Distinguishing the book effect from the cash tax effect is the entire technical content of the question.

   Expect next

   • When is the step-up actually deductible?
   • What is the deferred tax liability doing there?
   • How does this change your accretion-dilution analysis?

   Reported by candidates at Lazard (Investment Banking, New York, 2026). Source: Wall Street Oasis.

3. 087How would you model a bolt-on acquisition inside an existing platform?LBO mechanicsHardtechnicalAudax GroupPrivate Equity · Boston · 2021

   Say this

   Add the target's EBITDA and synergies to the platform, fund it with incremental debt and any equity top-up, then check the pro forma leverage against the credit agreement and the effect on the sponsor's equity return.

   Then walk it

   1. Start with sources and uses for the bolt-on: purchase price at the target's multiple, fees, funded by incremental term loan, revolver drawing, or a sponsor equity contribution.
   2. Add the target's EBITDA plus realisable cost synergies to the platform's consolidated EBITDA. Be conservative on synergies and phase them over 12 to 24 months rather than assuming day-one delivery.
   3. Check pro forma leverage immediately. The credit agreement will have a permitted acquisitions basket and an incurrence test, usually requiring leverage to be no worse than before or below a defined level. If the deal breaches it you need lender consent.
   4. The accretion test: because you buy at six times and the platform is valued at twelve, the deal is immediately value-accretive on a multiple basis. Show that arbitrage explicitly, since it is the core of the strategy.
   5. Then the return effect: model the exit with the enlarged EBITDA at the platform multiple and compare the sponsor IRR with and without the bolt-on. If the sponsor has to fund equity, the timing of that cheque matters for IRR.
   6. And model the integration cost as real cash, because it always is, and it is the line most often omitted.

   Where candidates lose it

   Assuming synergies arrive immediately and forgetting integration costs. Also ignoring the credit agreement: many bolt-ons are constrained not by economics but by what the existing documentation permits.

   Expect next

   • What is a permitted acquisitions basket?
   • How do you phase the synergies?
   • What if it breaches the leverage test?

   Reported by candidates at Audax Group (Private Equity, Boston, 2021). Source: Wall Street Oasis.

Firm tags come from public, anonymous candidate reports on Wall Street Oasis: strong signal, not sworn testimony. Firms are named as the places a question was reported, not as partners of Fin Maverick. Answers are written for this page to show how to think out loud; they are not scripts to recite.