Private Equity interview preparation
Buyout, growth and credit. Every question is either traced to a named firm from a public candidate report, or tagged at desk level when we could not trace it. Answers lead with the point, then the mechanism, then the limitation.
100 questions, mapped to the firms that asked them
- Questions
- 100
- Traced to a firm
- 83
- Firms
- 40
- Updated
- September 2026
021What is a quality of earnings analysis and what are you looking for?Harris WilliamsInvestment Banking · Richmond · 2025
Say this
It bridges reported EBITDA to a sustainable, normalised EBITDA that a buyer can actually underwrite. You are looking for anything in the reported number that will not be there next year.
Then walk it
- Add-backs the seller proposes: one-time legal costs, owner's excess compensation, discontinued product lines, pro forma savings from actions already taken. Some are legitimate; many are not.
- The ones to challenge hardest: pro forma synergies from actions not yet taken, run-rate adjustments annualising a single good month, and recurring restructuring dressed as one-off.
- Revenue quality: customer concentration, contract terms and renewal rates, cut-off testing around the period end, and whether any revenue was pulled forward to flatter the sale process.
- Cost completeness: costs the business has not been bearing, such as an owner working unpaid, rent below market on a related-party property, or under-investment in maintenance and IT that a buyer will have to fund.
- Working capital: establish a normalised level, because the purchase agreement will have a working capital peg. Sellers manage working capital down before a sale, and if you set the peg from the manipulated level you overpay at completion.
- The output is an adjusted EBITDA and a defensible working capital target, and those two numbers are what the price is actually built on.
Where candidates lose it
Treating it as an audit. It is not; it is a normalisation exercise. And missing the working capital peg, which is where real money changes hands at completion and which most candidates never mention.
Expect next
- What is a working capital peg?
- Which add-backs would you refuse?
- How would you verify the pipeline to forecast revenue?
Reported by candidates at Harris Williams (Investment Banking, Richmond, 2025). Source: Wall Street Oasis.
023What would make you walk away from a deal in diligence?Advent InternationalPrivate Equity · Boston · 2022
Say this
Anything that breaks the thesis rather than just the price. Integrity problems, undisclosed liabilities, or discovering that the earnings are not what they appeared. Most other findings are price adjustments.
Then walk it
- Integrity issues are absolute: evidence of misrepresentation, undisclosed related-party dealing, or a management team that has been misleading. You cannot own a business with people you cannot trust, and no discount compensates.
- Earnings that are not real: quality of earnings revealing that adjusted EBITDA is materially overstated, or revenue recognition that pulls forward future periods.
- Concentration you cannot mitigate: a single customer at 40 percent of revenue with a contract expiring in a year, and no ability to speak to them before closing.
- Structural market deterioration discovered in commercial diligence: substitution, a regulatory change, a competitor's product that changes the economics.
- Then the distinction that matters: most findings are price and structure issues, not deal-breakers. A pension deficit or an environmental liability can be handled with an indemnity, an escrow or a price cut.
- So my framing would be: if the finding changes the value, we renegotiate. If it changes whether the business is what we thought it was, or who we would be in business with, we walk.
Where candidates lose it
Listing findings without the price-versus-thesis distinction. Sponsors renegotiate constantly and walk rarely, so the judgement being tested is knowing which category a finding falls into.
Expect next
- How would you renegotiate rather than walk?
- What is an escrow for?
- Have you ever been on a deal that broke?
Reported by candidates at Advent International (Private Equity, Boston, 2022). Source: Wall Street Oasis.
024How do you think about customer concentration?Harris WilliamsInvestment Banking · Richmond · 2025
Say this
It is a risk you price rather than one you avoid, and the question is not the percentage but the strength of the relationship. A twenty-year sole-source relationship at 40 percent is very different from a tendered contract at 40 percent.
Then walk it
- First the numbers: top customer, top five and top ten as a percentage of revenue and of gross profit. Gross profit concentration is often worse than revenue concentration and nobody looks at it.
- Then the relationship quality: contract length and notice period, whether you are sole source or one of several, how embedded you are in their process, and what it would cost them to switch.
- Then tenure and trajectory: a customer of fifteen years whose spend is growing is a very different risk from one recently won on price.
- Then the customer's own health, because their problems become yours. And whether they are themselves consolidating, which changes the negotiating balance.
- Mitigations: customer reference calls during diligence, contractual protections, price adjustments, earn-outs tied to retention, or a specific indemnity.
- The effect on exit matters too: concentration reduces the buyer universe and the multiple at your own exit, so you pay for it twice. That is the point most candidates miss.
Where candidates lose it
Treating concentration as a simple threshold. The substance is relationship durability and switching cost. And the exit-multiple consequence, that you pay for concentration again when you sell, is the sophisticated addition.
Expect next
- What would you ask in a customer call?
- How would you structure around it?
- How does it affect the exit multiple?
Reported by candidates at Harris Williams (Investment Banking, Richmond, 2025). Source: Wall Street Oasis.
045How do you separate maintenance capital expenditure from growth capital expenditure?Private credit
Say this
There is no disclosed split, so you triangulate. Compare CapEx to depreciation over a cycle, ask management for a project-level breakdown, and test whether revenue would decline if spending stopped.
Then walk it
- The rule of thumb: maintenance CapEx approximates depreciation over a long enough period, because depreciation measures the consumption of the existing asset base. Anything above that, sustained, is growth.
- That rule breaks in inflation, since depreciation is on historic cost while replacement is at today's prices. So it understates maintenance in a high-inflation environment.
- Better: get the project-level CapEx budget and classify each line. Management knows the split even though they do not disclose it, and in diligence you can ask.
- The conceptual test: what is the minimum spend that keeps revenue and capacity flat? Anything beyond that is discretionary.
- For a retailer or restaurant chain there is a clean version: new store CapEx is growth, refurbishment of existing sites is maintenance, and both are disclosed at unit level.
- Why it matters for a sponsor: the split determines how much cash is genuinely available to service debt in a downside case, because growth CapEx can be switched off and maintenance cannot. That flexibility is worth a turn of leverage.
Where candidates lose it
Accepting management's split without testing it. Management has an incentive to classify spend as growth, because that makes the business look more cash-generative. The depreciation cross-check and the project-level review are the defences.
Expect next
- What does the split do to your leverage capacity?
- Why does the depreciation rule break in inflation?
- How would you test it for a manufacturer?
096What is a management presentation and how should a sponsor read it?M&A
Say this
It is the seller's pitch, delivered by the management team, and it is coached. Read it for what is emphasised, what is absent, and how management responds when you push off-script.
Then walk it
- Structure: management walks through the business, the market, the financial history and the forward plan, usually with the sell-side adviser in the room and a prepared deck.
- It is a sales document. The bankers have rehearsed it, the forecast is the optimistic case, and the risks section is minimal. Treat every number as a claim requiring verification.
- What to look for: which metrics they choose to present, and which standard sector metrics are conspicuously absent. Missing disclosure is usually deliberate.
- How the team performs matters as much as the content. Who answers which questions tells you where the real capability sits. A CEO who cannot answer an operational question without turning to a colleague is telling you something.
- The highest-value part is going off-script: ask about the worst customer, the biggest operational failure last year, what they would do differently. The prepared answers stop and you learn how they think.
- Then reconcile it against the data room and the quality of earnings work afterwards. The gap between the presentation's forecast and your own rebuilt forecast is the single most useful output of the whole exercise.
Where candidates lose it
Treating the forecast as a base case. It is the seller's best case, and the professional response is to rebuild the forecast independently and present the gap. Also missing that observing the team is half the purpose.
Expect next
- What would you ask off-script?
- How would you rebuild their forecast?
- What does it mean if management cannot answer an operational question?
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.
