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

D) III, I, IV, II

47) An effective buy-side adviser may use all of the following non- financial items to make its clients offer more appealing to the target EXCEPT A) greater speed to closing B) a meaningful role for management post-transaction

C) no antitrust risk D) a loose Material Adverse Effect (MAE) provision in the Definitive Agreement

48) In an M&A transaction, the sell-side advisor makes sure all of the following are afforded access to the data room EXCEPT

A) Local SEC official B) Operational consultants C) Accountants D) Buy-side adviser

49) For a buy-side banker advising its client, all of the following changes to contractual items might make its clients offer more appealing to the target EXCEPT

A) Broadening the Material Adverse Effect (MAE) provision in the Definitive Agreement B) Loosening target covenants C) Decreasing indemnification rights D) Decreasing break-up fee

50) Using the financial data shown in Exhibit 14, determine whether the transaction is accretive or dilutive, and by how much.

A) accretive; $0.50 per share B) accretive; $0.20 per share C) dilutive; ($0.20) per share D) dilutive; ($0.50) per share

51) At which milestones does a buyer make a public announcement regarding an acquisition? I. When the Board of Directors is apprised of the details of the bid II. Upon signing a definitive agreement

III. Upon hiring a financial adviser

IV. Upon deal closing A) II and IV B) I and IV C) II and III

D) I and III

52) Traditionally, who among the following provides a Fairness Opinion? A) Investment bank B) Anchor shareholders C) Auditor

D) CFO

53) Why might a seller prefer a stock sale to an asset sale? A) Higher valuation B) Provides a cleaner exit C) Does not want to receive cash as purchase consideration in stock sale D) Tax benefits

54) All of the following are typical second round due diligence follow-up requests for a buyer EXCEPT

A) growth assumptions used by other aggressive bidders in the process. B) the companys acquisition pipeline. C) additional detail on historical volumes. D) additional detail on historical gross margins.

55) For a buy-side banker advising its client, which of the following changes to contractual items might make its clients offer LESS appealing to the target?

A) Looser Material Adverse Effect (MAE) provision in the Definitive Agreement B) Looser target covenants C) A lower break-up fee D) Lesser indemnification rights

56) Investment banks help client companies assess all of the following strategic alternatives when evaluating a potential sale EXCEPT

A) Status quo B) Dividend Recapitalization C) IPO D) Massive re-branding effort

57) Which analysis do public company bidders typically use in assessing a target's valuation that is not employed by private company bidders?

A) DCF B) Comparable companies analysis C) Accretion/dilution analysis D) Precedent transactions analysis

58) Following submission of the final bid package but prior to signing a definitive agreement, the sellers adviser may have further communications with the remaining bidder(s) for all of the following reasons EXCEPT A) Encourage better deal terms

B) Clarify contract items C) Demand proof of regulatory and shareholder approvals D) Encourage a higher offer price

59) In which two of the following public company sale scenarios might a final bid with a superior price be turned down in favor of a lower bid? I. Financing conditionality II. Higher bidder is not publicly traded III.Break-up fee is below market IV.Regulatory hurdles

A) I and IV B) III and IV C) I and III D) II and III

60) In which scenario might a negotiated sale be the best option?

A) Several bona fide parties make in-bound calls to the target upon rumor that it is considering a sale B) A financial sponsor makes an unsolicited offer to the target C) Multiple parties have expressed interest in the target over the past several years

D) A natural strategic buyer expresses interest on a discrete basis

61) The data room contains all of the following information EXCEPT A) customer lists B) detailed target financial information

C) description and terms of outstanding debt D) detailed prospective buyer profile information