1. What is the technical difference between a merger and acquisition? 2. What is the difference between friendly vs. hostile acquisitions? 3. What are the different motivations that (strategic) buyers may have for acquiring other firms: o Undervaluation o Synergies (operating vs. financing - what's the difference?) What are tax inversions? o Value of control o Other benefits (strategic value, opportunity costs, etc.) Understand the difference between direct vs, indirect approach to M\&A valuation o DCF vs. Transaction multiples approach. 4. What is the difference between trading multiples and transaction Multiples? 5. What discount rate do you use to discount synergies, depending on the source of synergies? (e.g. WACC vs. cost of unlevered equity) 6. What is meant by Merger/Risk arbitrage and arbitrage discount? 7. What is the difference between Accretive and Dilutive deals? 8. When deals are likely to be accretive vs. dilutive? 9. How do you calculate the break-even exchange ratio in an all-stock deal? 10. How can the break-even exchange ratio be used by the acquirer to determine the maximum amount to pay for the Target? 11. What are Termination fees, reverse termination fees, MAE/MAC clause? 12. How does the type of consideration offered in a merger influence who bears deal value risk? 13. What discount rate did we use for Dow's Bid to Rohm and Haas Case and why? What assumptions did we make? Are they realistic? 14. What are the implicit assumptions we are making when using the pre-announcement stock price of the target firm as its fair share price? 15. What is a bridge loan/bridge financing? How do PE firms sometimes use this to inflate the IRR of their investments? 16. What are credit default swaps? What is a CDS spread? What were the seemingly conflicting signals that the capital markets were sending about the likelihood of Dow's merger with Rohm and Haas going through? 17. The arbitrage discount was high but the CDS spreads on Dow's bonds were low! Why? 18. What is two-tiered offer, blended offer, exchange ratio, poison pill, lock-up options, staggered/classified board? 19. What is meant by anti-takeover provisions? 20. Why are front-end loaded two tiered tender offers considered coercive? 21. How do you use (a) DCF Analysis of expected synergies, and (b) Transaction multiples to determine how much an acquirer can afford to pay for a target? 22. What are the pros and cons of anti-takeover provisions