How to Prepare a Deal Walkthrough for an IB Interview

Deal walkthroughs are one of the most commonly asked-for things in investment banking interviews. If you get deep into any process, you should assume one is coming. Your interviewer will expect you to know at least one deal completed by their team or firm, and the better-prepared you are, the more deals you'll have ready to discuss.

Here's what separates the candidates who nail it from the ones who don't. Most people, when asked to walk through a deal, simply recite the press release: who bought whom, for how much, and maybe one line about why. Then they run out of things to say. That isn't a walkthrough. That's a headline read aloud.

You can really stand out if you know the deal well, can deliver a coherent and flowing description of the deal, and have an insightful, well-researched opinion of the deal.

That last part, your opinion, is the whole game. Almost everything else in a walkthrough is gleaned straight from the press release and the definitive proxy statement, which means anyone willing to spend an afternoon reading can recite it. The part you can't copy and paste is "Your Perspective": your read on whether the deal made sense and where it goes from here. That is where you prove you think like a banker, not just someone who can read like one. Get that part right and you'll be remembered.

This guide walks through how to build all of it, from picking the right deal to delivering each section, using a real deal I prepared for a Moelis interview as the through-line.

What Interviewers Are Actually Looking For

Deal walkthroughs are a staple of both IB and PE interviews. In banking the deal is almost always an M&A transaction; in private equity it's usually an LBO. Either way, your interviewer will likely expect you to have one to two deals prepared.

When you choose those deals, be deliberate about it. Try to find one deal their team has worked on, and one deal that would fit under that team's industry or product group. (If you're recruiting for PE, swap "industry or product group" for the team's investment strategy.) Knowing one of their deals is the strongest possible signal of genuine, specific interest. It tells the interviewer you didn't just prepare a generic answer, you went and studied what they do.

Start Preparing Now: The Prep Philosophy

My first piece of advice is to start preparing now, well before you have an interview on the calendar.

The most efficient way to do this is to find an acquisitive company and follow them on a weekly basis. When you already know a company well, the incremental effort to prepare a deal walkthrough (or a stock pitch) becomes minimal, because you can both pitch the company and walk through one of its deals from the same base of knowledge. You're not cramming a new company into your head the night before. You're just organizing what you already know.

It's fine if you can't do this. You can always prepare for these questions once you receive notice of the interview. The early-and-continuous approach is the ideal, not a requirement.

The "Prepare Two Deals" Power Move

If you have extra time, here is a move that makes you look exceptionally prepared. Prepare two deals for every interview you have. Then, when they ask you "Could you tell me about an M&A deal our team has worked on?" you respond:

And then you walk them through it.

This shows the interviewer that you're not just prepared, you went beyond what's normally expected and did extra research. It quietly reframes you from "candidate who did the assignment" to "candidate who's already behaving like a curious analyst."

Where the Material Comes From

Most of the content in your walkthrough will be taken directly from the deal's press release or definitive proxy statement. This is the most freeing thing to internalize early: you are not expected to generate the facts yourself. You are expected to find them, organize them, and form a view. Two simple Google searches get you most of the way there:

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

The press release gives you the deal terms and usually a first pass at the strategic logic. The proxy goes deeper. Inside the proxy, navigate to the section titled "Reasons for the Merger."

A worked example of where this can fall short: in L3Harris' acquisition of Aerojet Rocketdyne, the "Reasons for the Merger" sits on page 36, but the stated reasons aren't that insightful. They relate more to the M&A process than to the strategic rationale. That's a thin proxy. It teaches you an important lesson: not every filing will hand you good material, and you need to check before you commit to a deal.

For contrast, look at a high-quality proxy like AMD's merger with Xilinx. Pages 89 to 97 provide plenty of answers you can use for both the "Strategic Rationale" and "Your Perspective" sections. That's a rich proxy, and it's exactly the kind of deal that's easy to walk through well.

Pick a Deal That Has Enough to Say

This leads to a selection rule. In choosing your deal, make sure the press release or proxy statement contains sufficient points to address both of the sections that actually win interviews: Strategic Rationale and Your Perspective.

My concrete test: if you can't find at least four reasons for the acquisition, and there's no strong reason to stick with the current deal, choose a different one. A deal you find interesting but can't say anything substantive about is worse than a less exciting deal with rich material.

If the press release and proxy both come up short, you have two options: pick a different deal, or go dig. SeekingAlpha is a good source, as are major news outlets like the WSJ, FT, NYT, and Bloomberg. But if you're having to dig that hard, that's usually a sign the deal isn't the right one to lead with.

A Hidden Gem: The Advisors' Opinions

If you want to go a level deeper, the definitive proxy statement contains the analyses each financial advisor completed. It explains the assumptions in their DCF (if one was used), the comparable companies and precedent transactions they included, and the other analyses they used to arrive at their valuation.

This section is usually titled "Opinion of [Company X's] Financial Advisors," and it contains both the buyer's and the seller's advisors' opinions. You don't need this to deliver a solid walkthrough, but it's premium ammunition for the "Your Perspective" section if you want to sound like you've really been in the weeds.

The Two Types of Walkthrough

There are two types of walkthrough, and which one you're doing changes the structure slightly.

Type 1 is a deal they've done. This is the most common type. Because you didn't work on it, you don't talk about "Your Role." You only give "Your Perspective" on the deal.

Type 2 is a deal you've done. This is when the deal is on your resume and they ask you about it. Here you provide both "Your Role" and "Your Perspective."

If you're early in your career and breaking into the industry, Type 1 will be your default, and that's completely fine. You do not need a closed deal of your own to give a great walkthrough. Everything that follows uses a Type 1 deal as the main example, with the Type 2 additions called out where they apply.

The Structure of a Walkthrough

While the two types differ slightly, the general structure of a walkthrough is the same:

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

Recommended Length: 1.5 - 2.5 minutes.

That length matters. A walkthrough is an opener, not the entire interview. The discipline of fitting it into roughly two minutes is what forces you to keep the factual sections tight and spend your limited airtime on the part that differentiates you.

One note before we go section by section. In practice, "Deal Outcome" can show up at two different moments depending on the deal's timing: an optional retrospective update on how the deal has performed since closing, and a forward-looking close on where you think it goes from here. The retrospective only makes sense if enough time has passed; the forward-looking view is always your closer. I'll cover both in their natural spots below.

The example throughout is the deal I prepared for a Moelis interview: Boyd Gaming's acquisition of Pala Interactive.

Walking Through It, Section by Section

Deal Background

Start your answer by giving the interviewer the deal background. There are four things you should cover:

1. 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 is the buyer and who is the seller?)
4. Size of the transaction

Notice that the second item is bank-specific. Naming who advised whom, and getting it right, is a small detail that signals you actually read about this deal rather than skimming a headline.

Here's the answer I gave for Moelis:

If the seller is a public company, you'd also mention the premium at which they were acquired. The template looks like this (the bracketed values are placeholders you fill in for your own deal, not real figures):

The premium matters because it's a piece of judgment baked into the deal terms, and it gives the interviewer a hook to ask whether you think the buyer overpaid. Pala was private, so there's no public premium to cite here.

Business Description & Financial Parameters

After setting the context, explain what the buyer and seller each do. A one-to-two-sentence summary about each business and its financials is enough to give a sense of size, growth, and profitability. Resist the urge to go longer. The goal is orientation, not a full company profile.

Notice how much that compact summary accomplishes: scale (a $6b market cap buyer versus a roughly $6mm-revenue private seller), profitability ($1b EBITDA), trajectory (revenue projected to grow from $3.4b to $4b), and a strategic tell (the existing 5% FanDuel stake hints the buyer already believes in online gaming). Even when a target is private, a quick search for a revenue figure shows you did the work.

Strategic Rationale

This is where you give the reasons the deal took place, from the perspective of both the buyer and the seller. Covering both sides is what separates a real walkthrough from a buyer-only summary.

Sometimes these reasons live in the press release. Other times you have to dig into the proxy. If they aren't in either, that's your signal to either choose a different deal or head to SeekingAlpha or the major news outlets to find them.

Two to three reasons per party are sufficient for this section. Here's the part most people miss: if you find more reasons than that, don't cram them all in here. Hold the extras back as ammunition for "Your Perspective." Strategic Rationale is reporting; Your Perspective is opinion, and you want fresh material for it.

See how the buyer's reasons (data, iGaming expertise, control of the customer experience) and the seller's reasons (access to customers, capital for the next growth phase) are clearly separated. That structure is what makes it sound like you understand the deal from the inside.

Deal Outcome: The Retrospective (Optional)

If some time has passed since the acquisition was completed, you can offer a brief update on how the deal has gone. Think of this as the backward-looking version of "Deal Outcome."

Useful questions to address: Have their synergy targets been met? How has the combined company performed? Have there been any integration issues? What has management said about the progress? What is the street saying? Has the strategic rationale come to fruition?

Keep this to one or two sentences. Simple and brief.

And critically: if there hasn't been much time since completion, or if the companies are private, simply skip this section. With Boyd/Pala, the seller was private and the deal was fresh, so this retrospective wouldn't apply. Don't manufacture an update that doesn't exist.

Your Perspective (and Your Role)

This is the most important section of the entire walkthrough, because it gives you room to show how you think as a banker.

Type 1: A deal they've done. The question you're really answering here is "What do you think of this deal?" They're testing how well you can think like a banker.

Your answer should cover why you do or don't think the deal should have been pursued, and what you think the combined company will look like. Honestly, it's very similar to the "Strategic Rationale" section. The main change is that you begin your sentences with "I think…" or "In my opinion…"

The aim is to make them believe you've done real analysis or research on this deal. Sometimes you'll genuinely need to. Other times you can simply deploy those extra reasons you held back from Strategic Rationale. Most often it's a combination of the two.

Here's the process I typically used: I'd spend about two hours scrolling through Google compiling reasons beyond the ones I'd use for Strategic Rationale. With enough research, you can build a pretty good list. Then you just pick the ones that seem the most promising or complex, because you're trying to impress them.

Study what makes that answer strong. It opens with a clear verdict ("made the right move"). It layers in macro context (regulation, tax revenue), deal-specific logic (cross-sell, mobile reach), and an industry-structure argument (only the biggest players survive). And it lands a specific, memorable statistic: an LTV/CAC of roughly 7x in iGaming versus around 4x for most technology subsectors. That one data point does enormous work, because it proves the opinion is researched, not improvised.

Type 2: A deal you've done. If they've asked about a deal you actually worked on, you begin with "Your Role" before moving into "Your Perspective."

Describe your role in and contributions to the deal. You can talk about the due diligence you did, whether business, financial, industry, or otherwise. You can talk about the model you built or a specific analysis or write-up you crafted: market sizing, DCF, comps, precedents, LBO, industry or company background. You can also mention whether you delivered or made the presentation, who you delivered it to, and what their response was.

One to two sentences is enough, and then you move into "Your Perspective" exactly as you would for Type 1.

Deal Outcome: The Forward-Looking Close

To end the walkthrough, give the interviewer a sense of how you think the deal will perform in the future. This is the forward-looking version of "Deal Outcome," and unlike the optional retrospective, this one is always your closer.

For an M&A deal, it sounds like this:

For an LBO deal, the close reframes around returns rather than operating performance:

The exact figures in both of those closes (the 40% revenue growth, the doubled investment, the 20-25% IRR) are illustrative of how to phrase a confident projection, not real data points about a specific company. The structure is what matters: a clear, forward-looking verdict that ties back to the rationale you laid out, delivered with conviction.

The Bottom Line

Strip a walkthrough down and you'll see most of it is recoverable from public documents. The Deal Background, the Business Description, the Strategic Rationale, even the financial parameters all come straight from the press release and the definitive proxy statement. Any prepared candidate can assemble that. It is table stakes.

So start early, follow an acquisitive company, and if you can, prepare two deals so you can lead with the one that genuinely piqued your interest. Know the deal cold, deliver it in a coherent and flowing two minutes, and finish with an opinion you can defend. Do that, and you won't just answer the question. You'll stand out.