How to Walk Through an M&A Deal in an IB Interview

Here is the thing almost nobody tells you about the M&A deal walkthrough: most of it isn't really "yours." A good walkthrough has five parts, and four of them are pure extraction. You lift them, nearly word for word, from two public documents: the deal's press release and its definitive proxy statement. Who bought whom, the price, the structure, who advised each side, the reasons the two companies gave for doing it. All of it is sitting in plain text, waiting for you to organize it.

There is exactly one part that is genuinely you: "Your Perspective." (Plus "Your Role," if the deal is on your own resume.) That is the part where the interviewer learns whether you can think like a banker, and it is the part that separates the candidate who clearly skimmed a press release from the one they want to hire.

Get that split straight before you do anything else, because it tells you where to spend your energy. The facts are a research exercise: find the documents, lift the details, deliver them cleanly. The opinion is where you win or lose. Most candidates get this backwards. They pour their prep into memorizing numbers, then freeze the moment they are asked what they actually think.

This guide covers the whole thing: why interviewers ask, where to find the raw material, the five-part framework that organizes your answer, and the move that signals you did more homework than anyone else in the pipeline. We will build one real deal the whole way through, Boyd Gaming's acquisition of Pala Interactive, so you can see exactly how a single deal flows from background to closing prediction.

Why interviewers ask this question

Deal walkthroughs are a staple of IB interviews. They show up in private equity interviews too, where the deal in question is usually an LBO rather than an M&A deal, but more on that parallel later. If you are recruiting for banking, assume you will be asked to walk through a deal, and assume your interviewer expects you to have one or two ready to go.

Be deliberate about which deals you pick. The ideal is to prepare two: one deal the team you are interviewing with actually worked on, and one deal that simply fits under that team's industry or product group. The first shows you did your homework on them specifically. The second gives you a relevant deal to fall back on if the conversation drifts toward the broader sector.

So what are they really testing? Three things, in ascending order of importance. Can you describe a deal accurately? Can you deliver that description as a coherent, flowing narrative instead of a pile of disconnected facts? And do you have an insightful, well-researched opinion about whether the deal made sense? Plenty of candidates clear the first bar. You stand out by clearing all three: knowing the deal cold, telling it as a story, and finishing with a point of view you can defend.

Most of a walkthrough is research. Your opinion is the part you own.

I want to hammer this reframe early, because it shapes how you should prepare.

Everything factual in your walkthrough, what each company does, the price, the structure, the stated reasons for the deal, is gleaned straight from the press release and the definitive proxy statement. It is extraction, not analysis. You are not expected to be clever here. You are expected to be accurate, organized, and clear.

"Your Perspective" is the exception. This is where the interviewer is testing how you think, and it is where a few minutes of genuine reasoning pay off far more than hours of memorization. "Your Role" matters too, but to a smaller extent, and only when it is a deal you personally worked on.

The practical takeaway: weight your prep accordingly. Spend just enough time on the facts to make them come out smoothly, then spend your real thinking time forming an opinion you can stand behind. The proxy even helps you here a second time. Its "Opinion of [Company X's] Financial Advisors" section lays out the actual valuation work each advisor did, which you can mine for points that sound like your own analysis. We will come back to that when we reach "Your Perspective."

Where to find the raw material

Since most of your walkthrough comes from two documents, your first job is simply to find them. The search formulas are about as simple as it gets:

The press release gives you the deal background and most of the financial parameters: who is buying whom, the price, how it is funded, who advised each side. The proxy is the richer document, and two sections matter most. "Reasons for the Merger" gives you the strategic rationale straight from the parties. "Opinion of [Company X's] Financial Advisors" lays out the analyses each advisor ran to reach their valuation.

Quality varies a lot from deal to deal, and that variation is exactly why you choose carefully. Take L3Harris' acquisition of Aerojet Rocketdyne: pull up the proxy, navigate to "Reasons for the Merger" on page 36, and you will find the stated reasons are thin. They relate more to the mechanics of the M&A process than to genuine strategic logic. Now compare that to AMD's merger with Xilinx, where pages 89 to 97 hand you plenty of high-quality material for both the "Strategic Rationale" and "Your Perspective" sections. Same kind of document, very different payoff.

One more piece of advice on prep: start now. The most efficient approach is not to cram once an interview is scheduled. It is to find an acquisitive company, one that is frequently buying other businesses, and follow it on a weekly basis. Do that and the incremental effort to prep a walkthrough collapses, because you already know the company well. It is fine if you cannot manage it; you can always prepare once you receive notice of the interview. But the weekly habit is the cheaper path by far.

The two types of walkthrough

Before the framework, one fork in the road. There are two kinds of deal you might be asked to walk through, and they differ by a single section.

Type 1 is a deal they've done. This is the most common type. The interviewer names a deal their team worked on, or you bring one, and they want to know what you think of it. You cover everything in the framework except "Your Role." You were not on the deal, so there is no role to describe. Type 2 is a deal you've done. If a deal is on your resume, expect to be asked about it. Here you add "Your Role," a quick account of what you actually did on the transaction, before giving your perspective. So you provide both "Your Role" and "Your Perspective."

Everything else is identical between the two. We will build the framework below using a Type 1 deal, then show you exactly where Type 2 slots "Your Role" in.

The five-part framework

A good walkthrough runs 1.5 to 2.5 minutes and moves through five parts in order, capped by a short forward-looking prediction at the end. Here is the whole shape at a glance. Notice how the right-hand column lines up against the reframe: nearly everything comes from public documents, and only the part that decides the interview comes from you.

Part 1: Deal Background

Open by orienting your interviewer. There are four things to cover, in roughly this order:

• 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?)

• Size of the transaction

Here is how that sounded for 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."

Look at how much is packed into two sentences. Transaction type (an acquisition), size and funding ($170mm, funded by cash on hand and revolver borrowings), and both advisors (Moelis for Boyd, Goldman Sachs for Pala). That is the entire background, delivered cleanly and in seconds. Note also the small touch of addressing the bank directly: "You advised Boyd Gaming." It is a quiet signal that you picked this deal because it is theirs.

One addition applies when the company being acquired is publicly traded. In that case you mention the premium, the percentage above the seller's pre-deal share price that the buyer paid:

Pala was private, so there was no public share price and no premium to quote. But learn the template anyway, because plenty of your deals will involve public targets, and the premium is one of the first numbers a banker's ear listens for.

Part 2: Business Description and Financial Parameters

Now tell the interviewer what each company actually does, and give a feel for its size, growth, and profitability. One to two sentences per company is plenty: enough to frame each business, not so much that you stall.

"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 Interactive is an online gaming technology company providing real money & social gaming solutions across the US and Canada. They're a private company but a quick Google search showed they generated around $6mm of revenue last year."

A few things to copy here. For the buyer, Boyd, you get a one-line business description plus four financial anchors: market cap ($6b), last year's revenue and EBITDA ($3.4b and $1b), and next year's projected revenue ($4b). Those four numbers do a lot of work, because they instantly establish scale and growth without any analysis on your part.

For a private seller like Pala, you will not have clean public financials, so you do what you can. A quick Google search surfaced roughly $6mm of revenue, and you say exactly that. Naming the source out loud, "a quick Google search showed," is honest and still useful: it signals that you went looking rather than guessing, and it sets the interviewer's expectations correctly about how firm the number is. Never present a soft estimate as if it were audited.

Part 3: Strategic Rationale

This is where you explain why the deal happened, from both sides. Aim for two to three reasons per party. That is enough to look thorough without dragging the walkthrough past its window.

This is also the section where your deal selection pays off. The reasons live in the press release sometimes, in the proxy's "Reasons for the Merger" other times, and occasionally only in the financial press. If you dig through all of those and still cannot reach at least four reasons total, that is your signal to switch deals. Here is the rationale for Boyd/Pala:

"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 acquisition also provides Boyd with control over iGaming economics, technology, and product development, allowing for full control over the customer experience. This allows their land-based casino operators to capture outsized market share by driving better brand awareness, customer loyalty, and monetization.

For Pala, the transaction provides them with better access to a larger pool of customers and businesses, allowing for more effective product development and an eventual expansion of their portfolio of product offerings. It also positions it well for the next growth phase in iGaming, with the repeal of PASPA, and through being better capitalized with Boyd's intention to heavily invest in their B2B segment."

Count the reasons as the interviewer will. Roughly three for Boyd: the customer database and S&M analytics, Pala's iGaming expertise layered onto Boyd's existing distribution, and control over the economics, technology, and customer experience. Then two for Pala: access to a much larger pool of customers for product development, and being well-capitalized and positioned for the PASPA-driven growth phase. That hits the two-to-three-per-party target on both sides.

One strategic note that becomes important in a moment. If your research turned up more than three reasons per party, do not cram them all in here. Hold the extras back. They become ammunition for "Your Perspective," which is exactly the section where you want fresh material rather than a rerun of what you already said.

Part 4: Deal Outcome (so far)

If enough time has passed since the deal closed, give a quick update on how it has gone. Have the synergy targets been met? How has the combined company performed? Were there integration problems? What is management saying about progress? What is the street's read? Has the strategic rationale actually played out? Keep this to one or two sentences. It is a factual status check, not an essay.

And if it does not apply, skip it. If the deal closed too recently to have a track record, or the companies are private so there is little public reporting, there is simply nothing to update on. Boyd/Pala falls squarely into that bucket. Do not manufacture an outcome that does not exist.

Part 5: Your Perspective (and Your Role)

Here is the part that matters.

Mechanically, it is close to the Strategic Rationale section. The difference is that you are now giving your own view, so your sentences begin with "I think…" or "In my opinion…" The goal is to make the interviewer believe you have genuinely analyzed the deal. Sometimes you will have actually done that work. Other times you will lean on those extra reasons you held back in Part 3. Most often it is a mix of the two.

This is where the proxy earns its keep a second time. The "Opinion of [Company X's] Financial Advisors" section spells out the analyses each advisor ran: their DCF assumptions if a DCF was used, the comparable companies and precedent transactions they chose, and how they arrived at their valuation. Mine it for points you can credibly present as your own thinking.

My own process was unglamorous, and it worked. I would spend about two hours scrolling through Google, compiling reasons beyond the ones I had already earmarked for Strategic Rationale. With enough digging you build a solid list, and then you pick the most promising or most complex ones, because the whole point of this section is to impress. Here is how it came together for Boyd/Pala:

"In my opinion, Boyd made the right move acquiring Pala. Municipal & State governments have slowly been relaxing regulatory constraints on iGaming, and, with the lingering effects of COVID-19, see legalizing sports gambling as a means of bringing in more tax revenues to meet their budget deficits. Also, the cross-sell and up-sell opportunity in this space is massive, and I expect many revenue synergies between the 2 companies. Further, as mobile propositions remove the need to go to a retail location to gamble, Boyd is favorably positioned to gain market share using Pala's mobile technology by serving a market segment previously unavailable to them. Lastly, I believe only the largest players in iGaming will be able to stay afloat - increased competition in this market has driven players to spend massively on Sales & Marketing (promotions, discounts, free credits) to improve customer loyalty. Only the biggest fish will be able to absorb the costs associated with this outsized & growing S&M activity, and smaller players will either run out of cash or be forced to sell themselves. For context, the LTV / CAC in this market currently stands around ~7x, while most technology subsectors stand at around ~4x, implying CACs are poised to only increase from here."

Notice what makes this strong. It opens with a clear verdict, "Boyd made the right move." It stacks four distinct arguments: regulatory tailwinds, cross-sell and up-sell synergies, the mobile market-share opening, and an industry-consolidation thesis. And it lands a specific, researched data point: an LTV/CAC of roughly 7x in iGaming versus about 4x in most technology subsectors, which implies customer acquisition costs are only going to climb and the biggest players will be the ones left standing. That one statistic does more work than a paragraph of generalities, because it is the proof that you actually studied the space rather than rephrasing the press release.

Your Role (Type 2 only). If this is a deal from your own resume, you slot "Your Role" in just before "Your Perspective." Describe what you actually contributed: 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, LBO, company or industry background), and whether you delivered the presentation, who you delivered it to, and how it landed.

"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."

One to two sentences is enough, then move into "Your Perspective" exactly as you would for Type 1. Be ready for follow-ups here, because this is your deal: the interviewer will want details on your DCF assumptions, how you assessed competitors and market share, and which comps you used. Never claim work you cannot walk back through.

The forward-looking close

Finish by telling the interviewer how you think the deal will perform going forward. This is the second, forward-looking face of "Deal Outcome," and it is the natural capstone to your opinion: you have said whether the deal made sense, now say where it is headed. For an M&A deal:

"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."

If you are interviewing for private equity rather than banking, the deal in question is usually an LBO, and the close shifts from operating performance to returns. Same framework, different ending:

"Given the industry's strong tailwinds and the company's mission-critical product offering, I believe Blackstone can double its investment over the next 3 years, earning an IRR of 20 - 25%."

Either way, one or two confident, specific sentences close the loop and leave the interviewer with a clear sense of your conviction. This is the last thing they hear, so make it land.

The stand-out move: prepare two deals

If you have the time, here is how to look unmistakably more prepared than the field: ready two deals for every interview, both from the team you are meeting. Then, when they ask "Could you tell me about an M&A deal our team has worked on?", you answer:

and then walk them through it. That single line signals that you did not just do the minimum, you went past it. It tells the interviewer you researched their team's work broadly and then formed a genuine preference, which is exactly the curiosity they are hoping to find in a candidate.

One firm caveat: only play this card if both deals are genuinely prepared. They may take you up on it and ask you to walk through both. Bluffing here backfires badly, turning your strongest signal into your most awkward moment. But if you have actually done the work, it is one of the cleanest ways to separate yourself from everyone else in the pipeline.

Putting it all together

Step back and the task is far less intimidating than it first looks. Four-fifths of a deal walkthrough is disciplined extraction: find the press release and the proxy, lift the background, the businesses, the financials, and the stated rationale, then deliver them as a clean, flowing answer of 1.5 to 2.5 minutes. The remaining fifth, "Your Perspective," plus "Your Role" if the deal is yours, is where you actually compete, and it rewards a couple of focused hours of real thinking far more than another pass at memorizing figures.

So pick deals that can carry a conversation, meaning at least four solid reasons for the acquisition. Start following an acquisitive company now, so your prep is nearly free later. And form an opinion you can defend under follow-up. Do that, and "walk me through a deal" stops being a question you survive and becomes one you look forward to.

Best of luck.

— Matt, Capstack