Sample

Bain · M&A

Industrial Packaging M&A

~32 min

Advanced

Your interviewer will present a business problem, share exhibits, and ask questions during the conversation.

What to do

Clarify the problem

Structure your analysis

Deliver a clear recommendation

Case Context

Interview

For a PE acquisition, I'd structure my due diligence around four areas: Market Attractiveness, Target Quality, Value Creation Potential, and Key Risks.

Exhibit 1: EBITDA Bridge

Waterfall chart showing EBITDA changes from $28M in FY23 to $30M in FY24 with positive and negative drivers

I see both concerns and opportunities in this bridge: **Concerns:** - Some of the growth appears driven by one-time items - Raw material savings may reverse if commodity prices rise **Opportunities:** - The 2.5pp margin gap vs. peers suggests significant operational improvement potential - E-commerce exposure (30%) is a secular tailwind What's driving the margin gap vs. peers specifically?

Let me build the value creation case: **Value creation (Years 1-3):** - Procurement savings: +$8M - Operational efficiency: +$5M - Organic growth: +$2M - Pro forma EBITDA: $45M (11.25% margin - above peer average) **Exit scenario (Year 5):** - $50M EBITDA at 8x = $400M EV - With 50% leverage: ~3x MOIC **Recommendation:** Proceed, but negotiate to 7-7.5x ($210-225M) for execution margin of safety.

My biggest concern is **management transition risk**. The founder/CEO retiring means we're losing the relationship holder with key customers. The 12% customer (largest) may have personal ties to the founder. **Mitigation through deal structure:** - 15% earnout tied to customer retention - Require founder to stay 12-18 months as advisor - Get top 5 customers to sign multi-year contracts before close If we can't get customer protections, I'd walk away or discount the price by 20%.

Results

Skills Progressed

You demonstrated growth in 3 skills

Valuation Fundamentals

Expert

Deal Structuring

Practitioner

Risk Assessment

Practitioner

Debrief

Industrial Packaging M&A

32 min

Structure

Distinctive

Comprehensive M&A framework with PE lens.

Distinctive

Analytical

Distinctive

Excellent value creation and returns analysis.

Distinctive

Synthesis

Distinctive

Sophisticated deal structuring and risk mitigation.

Distinctive

Communication

Strong

Clear investment memo-style narrative.

Strong

Key takeaway

Build a quantified value creation thesis

You mapped $8M procurement + $5M ops + $2M growth = $15M EBITDA improvement. This is exactly what PE sponsors need to underwrite.

Industrial Packaging M&A | Bain Case Interview | MBB Interview

Sample

Bain · M&A

Industrial Packaging M&A

~32 min

Advanced

Your interviewer will present a business problem, share exhibits, and ask questions during the conversation.

What to do

Clarify the problem

Structure your analysis

Deliver a clear recommendation

Case Context

Interview

For a PE acquisition, I'd structure my due diligence around four areas: Market Attractiveness, Target Quality, Value Creation Potential, and Key Risks.

Exhibit 1: EBITDA Bridge

I see both concerns and opportunities in this bridge:

Concerns:

Some of the growth appears driven by one-time items
Raw material savings may reverse if commodity prices rise

Opportunities:

The 2.5pp margin gap vs. peers suggests significant operational improvement potential
E-commerce exposure (30%) is a secular tailwind

What's driving the margin gap vs. peers specifically?

Let me build the value creation case:

Value creation (Years 1-3):

Procurement savings: +$8M
Operational efficiency: +$5M
Organic growth: +$2M
Pro forma EBITDA: $45M (11.25% margin - above peer average)

Exit scenario (Year 5):

$50M EBITDA at 8x = $400M EV
With 50% leverage: ~3x MOIC

Recommendation: Proceed, but negotiate to 7-7.5x ($210-225M) for execution margin of safety.

My biggest concern is management transition risk.

The founder/CEO retiring means we're losing the relationship holder with key customers. The 12% customer (largest) may have personal ties to the founder.

Mitigation through deal structure:

15% earnout tied to customer retention
Require founder to stay 12-18 months as advisor
Get top 5 customers to sign multi-year contracts before close

If we can't get customer protections, I'd walk away or discount the price by 20%.

Results