The Most Common Mistakes in IB Deal Walkthroughs

Every investment banking interview has a handful of questions you can see coming a mile away. The deal walkthrough is one of them. At some point an interviewer is going to lean in and say something like, "Can you tell me about a deal our team has worked on?" You know it's coming. They know you know it's coming. And that's exactly why it's so revealing.

Because the walkthrough is so predictable, almost every candidate prepares for it the same way: find a deal, pull up the press release, memorize the buyer, the seller, and the price tag, rehearse a clean two-minute summary, and call it done. It feels like preparation. It even sounds polished in the mirror.

Then the interviewer asks the one question that isn't on your script: "So, what do you think of it?"

And the candidate freezes.

That moment is the whole ballgame. Here's the uncomfortable truth about a deal walkthrough: almost everything you say is public information. The transaction type, the parties, the size, the structure, the official rationale, all of it comes straight out of the press release or the definitive proxy statement. Anyone with an internet connection and twenty minutes can recite it. The single part of the walkthrough that's actually yours, the part that can't be looked up, is your own view of the deal. And that, not coincidentally, is the part candidates most consistently fumble.

So rather than walk you through how to give a flawless walkthrough, I want to do something more useful. I'm going to show you exactly where candidates go wrong, mistake by mistake, in roughly the order they happen, from the moment you pick a deal to the moment you have to defend your opinion under fire. Avoid these, and you're already ahead of most of the room.

First, the Shape of a Strong Walkthrough

Before we get into what goes wrong, you need the skeleton, because every mistake below is a deviation from it. A strong M&A walkthrough has five parts, delivered in this order:

1. Deal Background
2. Business Description & Financial Parameters
3. Strategic Rationale
4. Your Role / Your Perspective
5. Deal Outcome

And the whole thing should take 1.5 to 2.5 minutes. Not five. Not eight. Somewhere between ninety seconds and two and a half minutes of tight, flowing narrative, after which you stop talking and let the interviewer drive.

One quick note on scope. Walkthroughs come up in both IB and PE interviews. In banking you'll be talking about an M&A deal; in private equity you're far more likely to be asked about an LBO. This piece is about the IB version, the M&A deal, so that's the lens throughout. The leverage-and-returns mechanics specific to LBOs are their own conversation.

With that skeleton in mind, here's where it falls apart.

Mistake 1: Picking a Deal You Can't Stand Behind

The walkthrough goes wrong before you ever open your mouth, at the selection stage. Three versions of this mistake show up again and again.

Choosing a deal the team never touched

Your interviewer expects you to know at least one deal their team or firm has actually worked on. That's the baseline. The candidate who walks in and describes some famous mega-merger the group had nothing to do with has missed the point of the exercise: the walkthrough is partly a test of whether you've done your homework on them, specifically.

The fix is to do two things before the interview. Find one deal the team itself worked on, and find one more deal that would fit under that team's industry or product group even if they weren't on it.

The best way to make this easy on yourself is to start early. Pick an acquisitive company, one that's frequently buying other businesses, and follow it on a weekly basis in the months before recruiting heats up. Once you genuinely know a company well, the incremental effort to prepare a walkthrough on one of its deals is small, because you already understand the business, the strategy, and the market. If you can't start that early, it's fine; you can always prepare once you receive notice of the interview. But leaving it to the night before, with no prior familiarity, is how you end up with a deal you can describe but can't defend.

Choosing a deal that's too thin to defend

Here's a rule worth committing to memory:

If you can't find at least 4 reasons for the acquisition, and unless there is a strong reason to stick with the current deal, I'd choose a different one.

Why four? Because the rationale is the heart of the walkthrough, and you need enough raw material to fill two different sections with it. You'll use two to three reasons per party for the Strategic Rationale, and you want extra reasons left over as ammunition for Your Perspective. A deal where you can scrape together only two or three reasons total leaves you with nothing in reserve. The moment an interviewer asks you to go deeper, you're empty.

So before you commit to a deal, ask the practical question: does the press release or proxy statement actually contain enough substance to fill both the Strategic Rationale and Your Perspective sections well? If the honest answer is no, pick a different deal. It's a lot easier to switch deals during prep than to bluff your way through a thin one live.

Naming a second deal you haven't actually prepared

There's a genuinely impressive move available here, and it has a trap built into it. If you've got extra time, prepare two deals for every interview. Then, when they ask you to tell them about a deal their team worked on, you can open with something like:

That single sentence signals that you went beyond the minimum, that you did extra research most candidates wouldn't bother with. It's a strong way to start.

Mistake 2: Reciting the Proxy Instead of Finding the Real Rationale

This is the most subtle mistake on the list, and it traps even diligent candidates, the ones who actually did the reading.

Most of your walkthrough content comes from two documents, and you should know how to find both:

• Press release: Google "[Buyer] [Seller] press release"
• Definitive proxy statement: Google "[Buyer] [Seller] merger proxy statement"

The press release gives you the basic facts. The proxy statement is where you go deeper, and it's where the trap is. Most proxies have a section literally titled "Reasons for the Merger," and the natural assumption is that this is where the strategic rationale lives. Sometimes it is. Often it isn't.

Take L3Harris' acquisition of Aerojet Rocketdyne. If you pull up that proxy and navigate to "Reasons for the Merger" on page 36, you'll find that the stated reasons aren't that insightful and relate more to the M&A process rather than the strategic rationale. They're about the board's deliberations and the procedural box-checking, not about why these two companies actually belong together. A candidate who lifts that section verbatim ends up reciting process boilerplate and calling it strategy. It sounds like an answer. It isn't one.

Now contrast that with AMD's merger with Xilinx. Pull up that proxy and pages 89 to 97 provide plenty of answers that can be used directly for both the Strategic Rationale and Your Perspective sections. Same type of document, completely different quality of insight.

The lesson isn't "read the proxy." It's "read the proxy critically, and know that the obvious section is sometimes a dead end." When "Reasons for the Merger" turns out to be thin, you have two better places to look:

• The "Opinion of [Company X's] Financial Advisors" section of the proxy. This contains the analyses each financial advisor completed: the assumptions in their DCF if one was used, the comparable companies and precedent transactions they leaned on, and how they arrived at their valuation. It includes both the buyer's and the seller's advisors. It's dense, but it's gold.
• Outside news and analysis: SeekingAlpha, the Wall Street Journal, the Financial Times, the New York Times, Bloomberg. If the deal documents won't give you the real "why," the financial press usually will.

Done well, the payoff is a Strategic Rationale with two to three substantive reasons per side, like this:

"This acquisition gives Boyd access to a large customer database, allowing for better data analytics to optimize Sales & Marketing spend. With Pala's iGaming expertise, Boyd is better positioned to capitalize on the emerging iGaming opportunity given their existing geographic distribution and leading presence in regional iGaming markets.

The second buyer paragraph adds control – over the iGaming economics, the technology, and the customer experience – and the third flips to Pala's side: access to Boyd's customer pool, capital for the next growth phase, and timing around the PASPA repeal. All three paragraphs run in full in the Boyd/Pala walk-through.

That's the difference between a rationale you found and one you copied. And if, after all your digging, the real rationale still isn't there in any source? Go back to Mistake 1 and choose a different deal. A deal whose strategic logic you can't reconstruct is a deal that will collapse the moment you're asked to defend it.

Mistake 3: A Delivery That's Incomplete, Bloated, or Out of Order

Even with a well-chosen, well-researched deal, the delivery itself is full of small ways to lose points. Let me take them in the order they show up in the walkthrough.

An incomplete Deal Background

Your opening, the Deal Background, has one job: orient the interviewer fast. There are four things it must cover, and leaving any one out makes you sound like you don't fully understand the transaction:

1. The type of transaction (M&A, most likely)
2. The bank's role (did they advise the buyer or the seller?)
3. Who was involved (who's the buyer, who's the seller?)
4. The size of the transaction

Here's how all four fit into a single, natural-sounding opening. This is the answer I gave when I was interviewing with Moelis:

"One deal I've been looking at is Boyd Gaming Corporation's acquisition of Pala Interactive LLC and its subsidiaries for a total cash consideration, funded by cash on hand and revolver borrowings, of $170mm.

"You advised Boyd Gaming while Goldman Sachs advised Pala Interactive."

Notice how compact that is. In two sentences you've covered the transaction type (an acquisition), the parties (Boyd buying Pala), the size ($170mm) and how it was funded, and the bank's role (the bank advised Boyd; Goldman advised the other side). Drop any one of those and the opening feels half-built.

Forgetting the premium on a public target

Those bracketed figures are placeholders, not real numbers; you fill them in from the actual deal. The point is the shape: for a public target, "representing a __% premium to [the target's] closing price as of [date]" belongs in your opening. Leaving it out of a public-company deal is a small tell that you didn't look closely.

A business description that runs long, or financials you don't actually know

After the background comes the Business Description and Financial Parameters: a quick explanation of what the buyer and seller each do, plus enough financials to convey size, growth, and profitability. The keyword is quick. One to two sentences per company. Candidates go wrong in two directions here: they either deliver a rambling, paragraph-long history of each business, or they wave vaguely at "a big gaming company" because they never actually learned the numbers.

Here's the right density:

"Boyd Gaming is an American gaming & hospitality company based in Nevada. They own 28 locations in 10 states and are a 5% equity owner of FanDuel, a leading sports betting platform. They have a $6b market cap, and generated revenues & EBITDA of $3.4b and $1b, respectively, last year. They're projected to bring in $4b of revenue next year.

Pala's line does the same job at private-company scale: a one-sentence identity – online gaming technology, real-money and social gaming across the US and Canada – plus the one number a quick search surfaces, roughly $6mm of revenue last year. The full pair appears in my Boyd/Pala M&A walk-through.

That's it. Each company gets a crisp identity and a handful of hard numbers: market cap, revenue, EBITDA, growth. Then you move on. Notice that even for Pala, a private company with almost no public data, there's still a real revenue figure attached. "I couldn't find their financials" is rarely a complete answer; a quick search usually turns up something.

Running past the clock

Remember the 1.5 to 2.5 minute target. The walkthrough is a setup for a conversation, not a monologue. Candidates who blow past two and a half minutes usually do it by over-explaining the business descriptions or by reciting every reason they found instead of picking the best ones. Going long doesn't read as thorough; it reads as someone who can't prioritize. Keep it tight and leave room for the follow-ups, which is where the real conversation happens.

Skipping or forcing the Deal Outcome

The walkthrough closes with the Deal Outcome, and this one is conditional, which is exactly why people get it wrong in both directions. If meaningful time has passed since the deal closed, give a brief, one-to-two-sentence update: Have synergy targets been met? How's the combined company performing? Any integration issues? What's management saying, what's the street saying, has the strategic rationale actually played out?

For an M&A deal, that can sound like:

"I believe Boyd stands to benefit massively from this acquisition and will grow revenues at 40% over the next 3 years while maintaining or even expanding margins from optimized S&M spend."

But here's the part candidates miss: if the deal closed too recently for there to be any real outcome, or if the companies are private and there's simply no public information, you just skip this section. Don't manufacture an outcome that doesn't exist. A forced, hand-wavy "and I think it'll go great" is worse than a clean stop. Knowing when to omit this section is as much a skill as knowing what to put in it.

Mistake 4: Having No Perspective, or One You Can't Defend

We've arrived at the most important section of the walkthrough and, not coincidentally, the one where the most offers are won and lost. Everything up to this point can be assembled from public documents. This is the part that's actually yours.

The "no opinion" failure

The most common failure is simply not having a real opinion, or having one so generic it says nothing. "I think it's a good deal, it gives them synergies" is not a perspective; it's a placeholder.

The good news is that Your Perspective is mechanically close to the Strategic Rationale you've already built. The only real change is to begin your sentences with "I think…" or "In my opinion…" and to bring in those extra reasons you held in reserve. Remember the deal-selection rule from earlier, the one about finding at least four reasons? This is what the surplus was for. The reasons you didn't spend on Strategic Rationale become the backbone of your opinion.

Here's what a fully developed perspective sounds like:

"In my opinion, Boyd made the right move acquiring Pala. […] For context, the LTV / CAC in this market currently stands around ~7x, while most technology subsectors stand at around ~4x, implying CAC's are poised to only increase from here."

Between that verdict and that closing statistic sit four distinct arguments – regulatory tailwinds, revenue synergies, mobile-driven share gains, and an industry-consolidation thesis. The paragraph runs in full in the same Boyd/Pala walk-through.

Look at what makes that work. It takes a clear position ("Boyd made the right move"), stacks several distinct, specific reasons behind it, and lands on a concrete data point, the ~7x LTV/CAC versus ~4x for most technology subsectors, that signals real research. That number is doing a lot of work: it's the kind of detail you only have if you actually dug in.

How do you build that? The method is unglamorous. I'd typically spend about two hours scrolling through Google, compiling reasons beyond the ones I'd already earmarked for Strategic Rationale. With enough research you can assemble a surprisingly good list. Then you pick the most promising or most complex ones, because the whole point here is to impress. Sometimes you'll genuinely need to do real analysis; sometimes the extra reasons are enough; most often it's a combination of the two. And if you want to see how the deal's own advisors thought about value, the "Opinion of [Company X's] Financial Advisors" section of the proxy lays out their DCF assumptions, comps, and precedent transactions in detail.

The "can't defend it" failure

Having an opinion is necessary but not sufficient. The opinion has to survive contact with follow-up questions, and this is where a lot of candidates quietly come undone. The interviewer picks one of your points, asks you to go deeper on it, and you realize you don't actually understand the thing you just said. You stutter. You improvise. They notice.

This is the single most important habit to internalize for the entire walkthrough, and it reaches well beyond Your Perspective: never assert a point you can't substantiate. There is nothing more awkward than an interviewer asking you to explain a point in detail and watching you stutter for a couple of seconds while you try to come up with something improvisational. Every claim you make is an open invitation for a follow-up, so only make claims you'd be happy to be questioned on. If you mention a number, know how you got it. If you cite a trend, know what's driving it. A smaller set of points you can defend completely beats a longer list you're hoping nobody probes.

There's even a way to use this offensively. If you know a particular claim is interesting enough that a follow-up is basically guaranteed, you can prepare that follow-up in advance and steer the interviewer toward it, turning a moment of risk into a moment you've already rehearsed. The candidates who look unflappable usually aren't improvising; they're walking the interviewer down a path they've already paved.

Type 1 vs. Type 2: don't fabricate a role you didn't have

There's one more piece of this section that trips people up, and it comes down to which kind of walkthrough you're actually giving. There are two:

If it's a deal they've done, the most common type, then you don't need to talk about "Your Role," just "Your Perspective" on the deal. If it's a deal you've done (i.e., it's on your resume and they ask about it), then you'd provide both "Your Role" AND "Your Perspective."

Get this distinction wrong and you create problems for yourself. The default case, and the one most of this article has been about, is Type 1: a deal the firm worked on that you've researched. Here there is no "Your Role," because you had none. You weren't on the deal. Inventing one, claiming you contributed to a transaction you only read about, is both unnecessary and dangerous, because the follow-up questions will expose it instantly.

Type 2 is when the deal is on your own resume, from an internship or prior role, and they ask about it. Only here do you add "Your Role" before "Your Perspective." Keep it to a sentence or two describing what you actually did:

"As the sole analyst on the deal, I put together the DCF and IC presentation, and was actively involved in assessing the company's competitors, market share and end market demand."

And then expect to be tested on every word of it. You can talk about the due diligence you did, the model you built, a specific analysis or write-up you produced, who you presented to and how they responded. But know that claiming you built a DCF invites detailed questions about your DCF assumptions, and claiming you assessed competitors invites questions about which comps you used. The rule is the same one as before, just applied to your own experience: don't put anything in "Your Role" you can't back up under questioning. Then move into "Your Perspective" exactly as you would for a Type 1 deal.

The Thread Running Through Every One of These

Step back and you'll notice every mistake here is a version of the same underlying error: claiming more than you can support. Picking a deal you can't defend, reciting a rationale you didn't actually understand, rattling off financials you never learned, asserting an opinion you can't back up, inventing a role you didn't play. They're all the same failure wearing different clothes.

Do that, and the deal walkthrough stops being a test you're trying to survive and becomes what it's actually meant to be: the moment you get to show an interviewer how you think.