30) The sell-side advisers key responsibilities for coordinating second round due diligence include all of the following EXCEPT A) ensuring bidders have appropriate buy-side advisers B) facilitating the prospective buyers ability to gather information and conduct detailed analysis C) keeping to the established schedule

D) maintaining a competitive atmosphere

31) In an auction process, a re-trade occurs when A) the bidder tops the existing highest bidders offer price B) the bidder re-bids at a later point in the process at a higher price C) the bidder trades places with another bidder in the bidding hierarchy D) the bidder re-bids at a later point in the process at a lower price

32) All of the following are key Representations ("Reps") and Warranties made by a seller in a definitive agreement EXCEPT A) All material contracts have been disclosed B) No material adverse changes (MACs)

C) Closing conditions D) Financial statements must fairly present the current financial position

33) The process for a negotiated sale is often faster than for an auction for all of the following reasons EXCEPT A) Upfront marketing is highly compressed B) Second round due diligence consists of only one management presentation

C) Buyer already knows the targets sector and business D) Ability to secure financing commitment is accelerated

34) In a successful M&A process, at what point is the press release with the transaction announcement typically issued? A) During the financing marketing period B) After HSR and regulatory approvals are received

C) Shortly following the signing of the definitive agreement D) Upon deal closing

35) In evaluating first round bids, the sell-side advisor assesses all of the following EXCEPT A) Bidders M&A track record B) Purchase price and form of consideration C) Strategic fit

D) Mark-up of definitive agreement 36) In an M&A sale process, what does the Definitive Agreement refer to?

A) An agreement between a buyer and a seller providing the right to conduct deeper due diligence B) A legal contract between a buyer and a seller detailing the terms and conditions of the sale transaction C) An agreement among key shareholders to pursue a sale process D) A legal contract between a buyer and a seller governing the sharing of confidential information

37) In an M&A sale, how long does the buyer's second round due diligence typically take until submission of a final bid?

A) 1 week B) Several weeks C) Two months D) Three months or more

38) In which two of the following circumstances might a break-up fee be paid? I. The buyer receives a breakup fee from the seller because seller sees business is picking up and

kills the deal II. The buyer receives a breakup fee from the seller because the seller terminates the deal to take a better offer III. The seller receives a breakup fee from the buyer because the buyer cannot come up with financing IV. The seller receives a breakup fee from the buyer because the buyer has concerns that business will decline A) II and IV B) I and III C) II and III D) I and IV

39) Which two of the following issues might lead to a prolonged regulatory approvals process for a given M&A deal? I. Sensitive industry II. Multiple financial advisers retained III.Material sales in multiple geographies

IV. Buyer is much larger than the target A) II and IV B) I and III C) I and IV

D) II and III

40) All of the following are typically included in the acquirers press release announcing a transaction EXCEPT A) Structural considerations B) Five years of pro forma financial projections

C) Strategic fit D) Expected synergies

41) Which two of the following company executives are essential for participating in the management presentation for a company that is seeking a buyer?

I. II. III. IV.

A) B) C)

General counsel CFO Investor relations executive CEO

II and IV I and II II and III

D) I and IV

42) An investment bank would likely need to sign a confidentiality agreement with a public company in order to obtain which two pieces of the following information? I. Company earnings guidance II. Detailed segment information

III. Companys 10-Ks and 10-Qs for the past 5 years IV. Internal company financial projections A) I and III B) II and III

C) I and IV D) II and IV

43) In an M&A sale, first round bids are expected to include all of the following EXCEPT A) Key assumptions to arrive at the stated purchase price B) Indicative purchase price C) Information on financing sources

D) HSR approval

44) In which context is a fairness opinion typically rendered? A) Research analyst initiating coverage B) Public securities issuance C) IPO

D) M&A transaction

45) A two-step merger refers to A) a tender offer followed by a squeeze-out B) a merger whereby the buyer makes an initial approach to the target and then returns with a higher offer after being rebuffed C) a shareholder vote followed by a tender offer D) a merger that is consummated via a two-stage auction

46) Rank the following events in an M&A sell-side auction. I. Confidential Information Memorandum distributed II. Definitive Agreement signed III.Confidentiality Agreement signed

IV. Management Presentation given A) I, IV, II, III B) IV, I, III, II C) III, IV, I, II

D) III, I, IV, II