Project Brightmoor — Final Bid Evaluation
A 1.5-hour Sell-Side M&A / Final Bid Evaluation case study with a complete model answer
Modeled After
J.P. Morgan
Special committee valuation discussion materials carrying an analysis-at-various-prices ladder, a premiums-paid database of all-cash transactions above $1bn, and a valuation summary assembling every methodology on one per-share axis
Structure and exhibit set are modeled after J.P. Morgan. The company, the bidders, the terms and every figure in this case are entirely our own.
The Situation
Brightmoor Packaging Group, Inc. (NYSE: BMPK) converts rigid plastic packaging across three segments: Food & Beverage Containers, which is thin-wall injection-molded containers and cups; Closures & Dispensing, which is beverage and household closures, pumps and dispensing systems; and Industrial & Bulk Packaging, which is pails, drums and intermediate bulk containers.
Brightmoor Packaging Group, Inc.
- Sector
- Rigid plastic packaging conversion — thin-wall injection-molded food and beverage containers and cups; beverage and household closures, pumps and dispensing systems; industrial pails, drums and intermediate bulk containers
- Size
- Geography
- United States; headquartered in Toledo, Ohio, with six manufacturing facilities serving food, beverage, household and industrial end markets, and a capital expenditure program running at 5.2% of revenue
- Ownership
- Situation
The Prompt
You are the financial advisor to the board of Brightmoor Packaging Group, Inc.
Supporting Materials
What you are handed at the start of the case, in the format a real process would use.
Final bid letters and merger agreement markups
PDFUnlockFY2026 results, segment detail and the board-approved plan
PDFUnlockMarket, trading and register data
PDFUnlockProcess record, governance and legal reference
PDFUnlockBlank modeling template
XLSXUnlockSelected companies, precedent transactions and stock-deal reactions — raw extract
XLSXUnlock
What You Have to Produce
The deliverables, in the order the committee will read them. The exercise runs 90 minutes.
PART 1
Bid Comparison — the three letters at their stated terms
PART 2
Analysis at Various Prices
PART 3
Discounted Cash Flow — Management Case, standalone
PART 4
Selected Public Companies
PART 5
Selected Precedent Transactions
PART 6
Sponsor Financing — sources, uses and pro forma credit
PART 7
Certain-Equivalent Bridge — the analytical spine of the case
PART 8
Valuation Summary — football field with the bids overlaid
PART 9
The board deck, the memorandum and the process record
How to Approach It
The order a strong candidate works in, and why. This is the shape of the answer — the finished answer deck, Excel model and memo are in the solution set below.
- 01
Read the three letters before you touch the workbook
- 02
Screen both comparison sets before you compute a single statistic
- 03
Mark the stock consideration before you compare anything
- 04
Decompose certainty of close rather than asserting it
- 05
Convert to one measure, then attack your own conversion
- 06
Decide what you are not ranking on
Key Concepts
The ideas this case is built on. Know these cold and the case becomes a question of execution rather than knowledge.
Certain-equivalent comparison of competing bids
The technique that makes three incomparable offers comparable: convert each into what a share is worth today if the board accepts it. Four adjustments do the work. Mark non-cash consideration to the market, since a fixed ratio pays shares rather than dollars. Add anything contractual that accrues before closing, such as a ticking fee. Weight the outcome by the probability the transaction closes, against an explicit view of where the stock trades if it does not, and credit any fee the seller collects on failure at the probability it is actually paid. Then discount for the time to closing, because a payment nine months out is not the same asset as one four months out. Every input is a judgment, which is why each has to be labeled as one, sourced, and sensitized rather than buried in a single risk haircut.
Fixed exchange ratio, collars and flowback
A fixed exchange ratio fixes the number of acquirer shares a target holder receives, so the value moves with the acquirer's price from the day the ratio is struck until closing and beyond. The headline in the letter is that ratio multiplied by a reference price, usually a short volume-weighted average — a fact about one past window, not a promise. A collar is what converts the ratio into something closer to a value: a fixed-value structure floats the ratio to deliver a stated amount, and a collar with a floor caps the seller's downside inside a band. Flowback is the separate cost that appears when the target's holders cannot or will not hold the acquirer's stock: index mandates, small-capitalization mandates and tax-exempt accounts sell into the same window, and the size of the block relative to the acquirer's float determines how much price that selling takes.
Reverse termination fee versus break-up fee
Two instruments that run in opposite directions and are constantly conflated. A break-up fee is payable by the target to the jilted bidder when the board terminates to accept a superior proposal; it is an obligation of the seller and it is not a deduction from merger consideration. A reverse termination fee is payable by the buyer to the target when the buyer fails to close for a reason the agreement allocates to it — a financing failure, an antitrust failure, or any failure once conditions are satisfied. The trigger and the enforcement matter as much as the size: a fee payable only on a regulatory failure leaves a financing failure uncompensated, a limited guarantee tells you the ceiling of the buyer's aggregate liability, and a sole-and-exclusive-remedy clause tells you whether the fee is a floor on the remedy or the whole of it.
Antitrust risk allocation and the divestiture cap
Where two bidders overlap with the target and one does not, price is not the only thing that differs. A hell-or-high-water covenant obliges the buyer to do whatever clearance requires. A reasonable best efforts covenant with a divestiture cap obliges it to do only so much, and everything the agency demands beyond the cap becomes a right to walk. Sizing that gap means computing the parties' shares of the overlapping market, the change in concentration the combination produces, and what remedy an agency is most likely to demand — then measuring the cap against it. Clearing the structural presumption thresholds is not the same as clearing without a second request, and a second request is measured in months against an outside date. The seller's exposure is the cap, the timetable and the fee payable on a regulatory failure, taken together.
Limited conditionality, the marketing period and specific performance
Committed financing is not unconditional financing, and reading the commitment papers is how you find the difference. Customary limited conditionality narrows funding conditions to definitive documents, specified representations, no company material adverse effect, delivery of Required Information, expiry of a marketing period of a stated number of consecutive business days, and payment of fees. The marketing period runs from delivery of the financial information and restarts if that information goes stale for Regulation S-X purposes, so whether you treat it as a condition to funding or as a timing mechanic sitting inside limited conditionality changes the risk you assign this bid by a wide margin. The distance between expected closing and the staleness date is a measurable quantity rather than a worry, so measure it before you decide. Specific performance is the other half — whether the target can compel closing at all, or only where the debt is funded or available, determines whether the reverse termination fee is a fallback or the entire remedy.
Revlon and the best value reasonably available
Once a board has resolved to sell the company for cash, its obligation is to obtain the best value reasonably available to stockholders. That obligation does not require accepting the highest nominal number; it requires a reasoned choice the board can explain, and a board that takes a lower stated price because it reasonably concludes the higher one is worth less, or is less likely to be paid, is acting within it. The standard is not uniform across structures either: a stock-for-stock exchange with a widely held acquirer, where no person or group acquires control of the combined company, sits outside Revlon under the Time and QVC line even though the board is in a sale process. Stating that distinction is worth more than claiming one standard governs everything on the table.
Deal protections and the topping bid
The protection package is where a board's ability to accept a better offer is priced. A break-up fee sets what a topping bidder must fund on top of its price. Matching rights set how many bites the incumbent gets and how long each takes. A superior proposal definition that requires a challenger to beat the deal by a stated percentage raises the bar mechanically rather than qualitatively. A go-shop lowers the fee during its window, which is the only respect in which it is a price mechanism after a broad pre-signing check; its greater value is as evidence that the check was reasonable. Delaware courts look at these terms in combination rather than one at a time, so a package that pairs a percentage threshold with unlimited matching rounds deserves an explanation on the record.
Appraisal rights and the market-out exception
Under DGCL §262 the market-out removes appraisal rights for holders of a listed company, and a further exception restores them where the consideration is anything other than listed stock. So the same target produces different answers by structure: a cash merger carries appraisal and a stock-for-stock exchange into listed shares generally does not. That matters for the sources and uses, because a holder who perfects appraisal is paid fair value as determined by the court rather than the merger consideration and the funding requirement is the same either way — which means the cash sits inside the equity purchase price rather than beside it as a separate line. There is also a threshold below which the court will not proceed in a listed-company merger, which bounds how large the exposure realistically is.
What Makes It Hard
The specific traps in this case — the places candidates lose the assessment without noticing.
Check Your Answer
Type the figures you produced and find out how many are right before you open the worked answer. You get a verdict and, where you are off, a pointer to the part of the build to re-check — never the number itself. Everything you type stays on this device.
How to type a figure. Digits, with an optional unit: 1,234.5, $1,234.5, 2.6x, 21.4%. For a negative use (20.0) or -20.0. Enter as many decimals as you carried — precision is never penalised.
What the Case Asked For
The arithmetic is only half of it. Tick off what you actually produced — this half is yours to score, because nothing can grade a written recommendation from a checkbox.
The Model Answer
The worked answer in full: answer deck, Excel model and memo, built the way a banker would actually build them. It is a reference, not a submission — a strong answer under the clock is far shorter.
What the Solution Covers
- —Bid comparison across price, currency and certainty
- —Certain-equivalent adjustment for closing risk and timing
- —Fixed exchange ratio, collars and flowback
- —Reverse termination fee versus break-up fee
- —Antitrust risk allocation and divestiture caps
- —Sponsor financing conditionality and pro forma credit
- —Deal protections and the Revlon standard of review
- —Board recommendation
Answer Deck
Full model answer, banker-formatted
Memo
The written recommendation and how it was reached
Upgrade to Diamond
Sign up and upgrade to Diamond to unlock the answer deck, the Excel model, the memo and the audio walkthrough.
Get StartedThe Excel Model
The model is linked and tied out end to end — every schedule, every formula and every check, in the file itself.
Downloads are available to Diamond members
Excel Model and PowerPoint Deck and Memo (PDF) and Answer Deck (PDF) — yours to open, edit and rebuild
Walkthrough
A conversational walkthrough of how to approach the case under time pressure — where to start, what to cut, and how the recommendation gets defended.
Audio Walkthrough
How to approach Project Brightmoor — Final Bid Evaluation
60-second preview — upgrade to Diamond for the full walkthrough
Frequently Asked Questions
What is a final bid evaluation case study in an investment banking interview?
It is the last stage of a sell-side process turned into an exercise. The auction has run, final bids and merger agreement markups are in hand, and the board meets to choose one. You are not marketing the company and you are not negotiating price; you are comparing offers that differ in consideration form, financing conditionality, regulatory risk, timetable and contractual protection, then recommending one and defending the recommendation to a board that has to explain it later. What gets graded is whether you can convert bids that are not comparable on their face into one measure, whether the assumptions that conversion required are visible and sensitized, and whether you can state what the board gives up by taking the bid you recommend.
How do you compare an all-cash bid with an all-stock bid?
Not on the headline. An all-cash bid is a fixed amount of money at a date; an all-stock bid at a fixed exchange ratio is a fixed number of the acquirer's shares whose value moves every day until closing and after it. So the first step is to mark the ratio to the acquirer's current price rather than to the reference price the letter used, and the second is to ask what happens to that value between signing and closing — which is a question about collars, since a fixed ratio has no floor. Then price the frictions that are specific to stock: flowback where the target's holders cannot hold the acquirer's shares, a second stockholder vote where the issuance is large enough to require one, and the fact that the acquirer's own price movement can change the deal without either party doing anything. Only after all of that are the two numbers measured in the same units.
What is a reverse termination fee, and how is it different from a break-up fee?
A reverse termination fee is paid by the buyer to the target when the buyer fails to close for a reason the agreement puts on the buyer — a financing failure, an antitrust failure, or a refusal to close once conditions are satisfied. A break-up fee runs the other way: the target pays the buyer when the board terminates to accept a superior proposal. They are not interchangeable and they are never netted against each other, and neither reduces the merger consideration. When you evaluate a reverse termination fee, three things matter more than the number: what triggers it, since a fee payable only on a regulatory failure leaves a financing failure uncompensated; what caps the buyer's total liability, which is usually a limited guarantee from a fund; and whether the target can compel closing instead, since a fee that is the sole and exclusive remedy is a ceiling rather than a floor.
Does a board have to accept the highest price offered?
No. Where a board has resolved to sell the company for cash, it must obtain the best value reasonably available to stockholders — which is an obligation to make a reasoned choice, not an obligation to take the largest nominal number. A board that accepts a lower stated price because it reasonably concludes the higher one is worth less once marked to market, or is materially less likely to be paid, is acting inside that duty provided the reasoning is documented and the process supports it. What makes the choice defensible is the record: a broad pre-signing market check, a committee of independent directors, an analysis that converts the offers to a common measure, and a decision that states the trade-off rather than asserting a conclusion. The standard of review is also not identical across every structure on the table.
How should you allocate 90 minutes across a final bid evaluation case?
Across all of it, with the workbook as the largest single block. The template asks for 142 authored rows, and those rows fill 382 cells once each one is filled right — a bid-comparison row runs across three bidders, a ladder row across six prices, a discounted cash flow row across three corners — so the filled cells are nothing like that many separate decisions. Normalized to relative-offset form they measure 207 distinct formulas, which is the honest unit of work; the raw cell count is printed beside it so nobody has to wonder whether it was hidden. A working budget: about 15 minutes reading the four material sets and the raw data extract, which is where the terms actually live; about 45 minutes in the workbook, which works out at roughly 13 seconds per distinct formula; about 18 minutes building the five-to-seven page board deck; about 9 minutes writing the one-page memorandum; and about 3 minutes reviewing. That adds to the full 90, or about 14.1 seconds per filled cell across the whole exercise.
What does a fixed exchange ratio with no collar expose a selling board to?
Every movement in the acquirer's share price, in both directions, from the day the ratio was struck until the day the shares are delivered. The value quoted in a stock bid letter is the ratio multiplied by a reference price — typically a short volume-weighted average ending on the bid date — so it is already historical when the board reads it, and nothing in a fixed ratio adjusts for what happens next. A collar changes that: a fixed-value structure floats the ratio to deliver a stated amount, and a floor caps the seller's downside within a band. Without one, a board recommending the bid is asking its stockholders to accept a price denominated in a third party's shares, and the honest way to present it is to show what the ratio delivers today, what it delivered at the reference price, and how much value a given percentage move in the acquirer's stock is worth per target share.
About This Sell-Side M&A / Final Bid Evaluation Case Study
Sell-Side M&A / Final Bid Evaluation case study for investment banking interviews. 90-minute format covering bid comparison across price, currency and certainty, certain-equivalent adjustment for closing risk and timing, fixed exchange ratio, collars and flowback. Includes the full prompt, a model answer deck, a tied-out Excel model, a written memo and an audio walkthrough.
This case study sits in Investment Banking, under Mergers & Acquisitions. Every case ships with the full prompt, the supporting materials, a complete model answer and an audio walkthrough of the judgment behind the recommendation.
90-Minute Format
The time limit a real assessment would give you
Answer Deck
Included in the model answer
Excel Model
Included in the model answer
Memo
Included in the model answer
Audio Walkthrough
How to approach the case under time pressure
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