M&A Deal Walkthroughs: The Questions to Expect in an IB Interview

Ask any first-year analyst what tripped them up in interviews and a surprising number point to the same prompt: "Tell me about a deal." It sounds like an open invitation to ramble. It is actually one of the most structured questions you will get all day, and the candidates who treat it that way are the ones who walk out with offers.

The deal walkthrough is a staple of IB interviews. Your interviewer will expect you to have one or two deals ready to discuss, and at least one of them should be a deal their own team or firm has worked on. What makes the walkthrough feel intimidating is that it is not really a single question. It is a sequence of them. Some are implicit, because each part of the walkthrough silently answers a question the interviewer would otherwise have to ask. A handful are explicit follow-ups once you finish. Master the sequence and the whole thing stops feeling like an interrogation and starts feeling like a conversation you are leading.

This guide walks through every question hiding inside an M&A deal walkthrough: the opener, the five things you are expected to cover (each one an unspoken question), the one question that actually decides how you score, and the follow-ups that come after.

The opener: "Could you tell me about an M&A deal our team has worked on?"

This is almost always how it begins. The phrasing varies, but the substance is constant: the interviewer wants to hear you talk intelligently about a real transaction, ideally one with their name on it.

Before you ever sit down, you should have one to two deals prepared. The ideal pairing is one deal their team has actually worked on and one deal that fits naturally under that team's industry or product group. Knowing a deal they advised on signals that you did your homework on them specifically. Knowing a deal in their coverage area signals that you understand the kind of work they do.

A note on timing: start now. The most efficient way to get ready is to pick an acquisitive company and follow it on a weekly basis. Do that and the marginal effort of prepping a walkthrough collapses, because you already know the company cold and can speak to its deals without cramming. If that is not realistic, it is completely fine to prepare once you receive notice of the interview. The point is simply that familiarity is what sells the walkthrough, and familiarity takes a little time.

The power move: if you have the bandwidth, prepare two deals for every interview. Then, when the interviewer asks the opener, you answer:

Choosing and sourcing your deal

Here is the good news that takes most of the pressure off. The large majority of your walkthrough is not your own analysis. It is lifted straight from two public documents.

The press release gives you the headline facts: who bought whom, for how much, advised by which banks. The definitive proxy statement is the deeper well. Inside it you will find the board's stated reasoning and the financial advisors' analyses.

Two real examples are worth studying. The proxy for L3Harris' acquisition of Aerojet Rocketdyne has its rationale under a section called "Reasons for the Merger". It is a useful illustration of a trap: sometimes the stated reasons are not actually insightful and read more like a description of the M&A process than a genuine strategic rationale. Contrast that with AMD's merger with Xilinx, whose proxy is excellent. Pages 89 to 97 give you plenty of material for both the "Strategic Rationale" and "Your Perspective" sections.

That contrast is your selection rule. When you pick a deal, make sure the press release or proxy actually contains enough substance to fill the two sections that matter most. A concrete bar to hold yourself to: if you cannot find at least four reasons the acquisition happened, and there is no strong reason to stick with that particular deal, choose a different one. When the documents come up short, you can dig elsewhere. SeekingAlpha, or the major business press (WSJ, FT, NYT, Bloomberg) will often surface rationale the filings bury.

What the interviewer expects you to cover

Once you launch into the walkthrough, the interviewer is mentally checking off a structure. Each element answers a question they would otherwise have to ask out loud. Hit them in order and you sound organized. Skip one and you invite the interruption. The whole thing should run about 1.5 to 2.5 minutes.

There are five parts:

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

We will take them one at a time, because each is really a question in disguise. To make it concrete, I will thread one real walkthrough through all of them: Boyd Gaming's acquisition of Pala Interactive, the deal I prepared when I interviewed at Moelis, who advised Boyd.

Deal Background: what's the deal?

Open by orienting your interviewer. Four things belong here:

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

For Moelis, here is exactly what I said:

Notice how much is packed into two sentences: transaction type, the buyer and seller by name, the size ($170mm), how it was funded (cash on hand and revolver borrowings), and both advisors. The "you" is deliberate. Moelis advised Boyd, so naming their role back to them lands the point that this is their deal.

One addition when the seller is a public company: quote the premium. Private sellers like Pala do not have a public share price, so there is no premium to cite. For a public target, you would say something like:

The premium is one of the first things a banker's brain reaches for, so volunteering it signals fluency.

Business Description & Financial Parameters: what do these companies actually do?

Now give your interviewer a feel for each business. The goal is a tight one to two sentence summary of each company, including enough financials to convey size, growth, and profitability.

The buyer:

Look at what each summary does. For Boyd you get the business (gaming and hospitality), the footprint (28 locations in 10 states), a strategically relevant detail (5% of FanDuel), and the financial shape ($6b market cap, $3.4b revenue, $1b EBITDA, $4b projected). For Pala, where the company is private, you acknowledge the data limitation honestly and still surface a number (~$6mm revenue) from a quick search. That honesty is a feature, not a weakness. It shows you know exactly where the data ends.

Strategic Rationale: why did this deal happen?

This is where you explain the logic of the transaction from both sides: why the buyer bought, and why the seller sold. Sometimes the reasons sit right there in the press release. Other times you have to mine the proxy. If you cannot find them in either, that is your cue to go to the news sources mentioned earlier, or to pick a different deal.

How many reasons? Two to three per party is plenty. If you turn up more than that, do not waste them. Hold the extras back as ammunition for the "Your Perspective" section, which is coming up and matters more.

Here is the Boyd/Pala rationale:

Two reasons for the buyer, building cleanly (the customer data and iGaming expertise, then control over the economics and customer experience), and a clear seller-side case (scale, product development, capital, and timing around the PASPA repeal). That is the template: concrete, two-sided, and grounded in the actual filings.

Deal Outcome: how has it gone since?

If meaningful time has passed since the deal closed, you can offer a brief update on how it is playing out. Have the synergy targets been hit? How is the combined company performing? Any integration hiccups? What is management saying, and what is the street saying? Has the strategic rationale actually materialized? Keep this to one or two sentences. It is a grace note, not a movement.

If the deal just closed, or the companies are private (as Pala is), you can simply skip the backward-looking version. Instead, close with where you think the deal is headed. For an M&A deal that sounds like:

That single forward-looking sentence does the same job as a retrospective update. It shows you are still thinking about the deal as a live, evolving thing rather than a static fact you memorized.

The question that matters most: "What do you think of this deal?"

The question is simply: what do you think of this deal? Your answer should cover why you do or do not believe the deal should have been pursued, and what you think the combined company will look like going forward.

Mechanically, it is closer to the Strategic Rationale than you might expect. The difference is that you lead with conviction. You start sentences with "I think…" or "In my opinion…" and you bring those extra reasons you held back. Your job is to make the interviewer believe you have done real work on this deal. Sometimes you genuinely will have. Other times you are deploying the surplus reasons you dug up. Most often it is a blend of the two.

Where do those extra reasons come from? Two places. First, plain research. The process I used was to spend roughly two hours scrolling through Google, compiling reasons beyond the obvious ones I would already use for Strategic Rationale, then keeping the ones that looked most promising or most complex, because the goal is to impress. Second, the proxy statement itself. It contains the analyses each financial advisor performed, usually under a section titled "Opinion of [Company X's] Financial Advisors," covering both sides. If you want to speak to the DCF assumptions, the comparable companies, or the precedent transactions the bankers actually used, this is where they live.

Here is my full perspective on Boyd/Pala:

Whose deal is it? Type 1 vs. Type 2

There are two flavors of walkthrough, and which one you are in changes what you owe the interviewer.

Type 1 is a deal they have done. This is the most common case. Here you do not talk about your role at all, for the obvious reason that you had none. You go straight to Your Perspective. Everything above describes this path.

Type 2 is a deal you have done, typically one sitting on your résumé that they decide to ask about. Now you owe them an extra section, Your Role, which comes before Your Perspective. Describe your contribution to the deal: the due diligence you ran (business, financial, industry, or otherwise), the model you built or the specific analysis you completed (market sizing, DCF, comps, precedents, a write-up), and whether you delivered the presentation, to whom, and how it landed. One to two sentences is enough before you transition into Your Perspective, which you handle exactly as in Type 1.

A clean example of the Your Role beat:

Be aware that Type 2 is where the explicit follow-ups concentrate, which brings us to the last set of questions.

The follow-ups: how hard will they push?

After you finish, the interviewer will usually ask something. How hard they push depends almost entirely on the seat you are interviewing for, and for IB the news is reassuring.

In an IB interview, expect only one or two relatively simple follow-up questions, typically just clarifying a point you made. These are aimed at testing your conceptual understanding, not at stress-testing your investor instincts. Unless your reasoning was confusing or plainly wrong, interviewers generally do not spend much time digging deeper. This is the opposite of an equity research or hedge fund interview, where a walkthrough or pitch can trigger a long interrogation of your assumptions, comps, and competitive read. Knowing that the IB bar is lighter should lower your blood pressure considerably.

The exception is Type 2, your own deal. Because you claimed to have done the work, you are fair game on the details. Expect questions like: what were the key assumptions in your DCF? How did you assess the company's competitors, market share, and end-market demand? What comps did you use? None of these should surprise you, because they map exactly onto the work you just described in Your Role. The lesson is simple: only claim work you can defend, and prepare to defend everything you claim.

Putting it together

Step back and the deal walkthrough resolves into a clean sequence of questions. The opener invites you in. The five structural elements each answer an unspoken question: what is the deal, what do these companies do, why did it happen, and how is it going. "What do you think of this deal?" is where the points are actually won. And the follow-ups, light in IB, test only that you understand what you said.

Prepare one deal their team worked on and one that fits their group. Pull the facts from the press release and proxy. Hold back a couple of extra reasons for your perspective, and find one specific number that proves you did the work. Keep the whole thing to about 1.5 to 2.5 minutes. Do that, and the question that intimidates so many candidates becomes the part of the interview you look forward to.