Real M&A Deal Walkthrough Examples for IB Interviews

At some point in almost every investment banking interview, the conversation turns to a deal. It usually arrives as some version of: "Could you tell me about an M&A deal our team has worked on?" The candidates who fumble here are the ones who try to wing it from a headline they half-remember. The candidates who get remembered are the ones who clearly did the homework: a specific, real transaction, walked through cleanly, with a genuine point of view at the end.

Here's the good news, and I want you to internalize it before we go any further: almost none of this is genius. The structure is fixed, and most of the content is gleaned straight from the deal's press release and its definitive proxy statement. The only parts that come from you are your opinion of the deal and, if it's a deal from your own resume, your role on it. Everything else is research you can do in an afternoon.

In this guide I'll give you the five-part walkthrough structure, carry one complete worked example through every section so you can see the finished shape, and then show you exactly where to find the raw material so you can build your own walkthrough for whichever bank you're interviewing with.

Why a Real, Specific Deal Beats a Generic One

A vague answer signals vague preparation. When you name a real buyer, a real seller, a real price, and the real advisors, you've already told the interviewer something: you took the time, you can navigate a proxy statement, and you understand how a deal is actually put together. That impression does more for you than any single clever insight.

There's also a power move available to you if you have the time. Prepare two deals for every interview instead of one. Then, when they ask you to talk about a deal their team has worked on, you say:

When you're choosing your two, the ideal pairing is one deal the team actually worked on and one deal that simply fits the team's industry or product group. The team deal shows you did targeted research; the group-fit deal shows you understand what they do. And if you want to make all of this nearly effortless, pick an acquisitive company and start following it weekly now. Once you know a company well, the incremental work to walk through one of its deals is tiny.

The Five-Part Walkthrough, Start to Finish

Every M&A walkthrough follows the same skeleton:

1. Deal Background
2. Business Description & Financial Parameters
3. Strategic Rationale
4. Your Perspective (this is the one that wins or loses it)
5. Deal Outcome

Aim for one and a half to two and a half minutes total. That's enough to be thorough without rambling, and it leaves room for follow-ups.

One quick note on a fork in the road. There are two kinds of walkthrough: a deal they've done and a deal you've done. In an IB interview the far more common request is a deal they've done, and for that you only need "Your Perspective," not "Your Role." If they ask about a deal from your own resume, you add a short "Your Role" section before your perspective. That resume-deal discipline is its own topic, and we cover it separately; here I'll keep the focus on the deal-they've-done version, which is what you'll face most often.

To make the structure concrete, I'll carry a single example through all five sections. To be clear, this is a hypothetical, illustrative deal I've built so you can see a complete model answer end to end. Picture Company A, a hypothetical large-cap industrial automation company, acquiring Company B, a hypothetical publicly traded maker of machine-vision sensors and inspection software. None of these figures describe a real transaction; they exist only to show you the shape of a strong walkthrough. When you build yours, you'll drop in real numbers from real documents.

Deal Background

Open by setting the scene. Four things, no more:

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

That's it. Keep it tight and factual.

"One deal I've been looking at is Company A's acquisition of Company B for $2.6bn in equity value, funded roughly half in cash and half in stock, representing a 30% premium to Company B's unaffected closing price of $40 the day before announcement. Your team advised Company A on the buy side."

Notice the premium. Because Company B is a public company, you state the premium to its pre-announcement price: the offer of $52 a share against an unaffected $40 is a 30% premium. That premium figure is one of the first things a banker mentally checks, and forgetting it on a public deal is an obvious tell of shallow prep. (More on the public-versus-private distinction below, because it changes what you say here.)

For reference, the most fully-worked real example you'll see referenced across these guides is Boyd Gaming's acquisition of Pala Interactive for $170mm in total cash consideration, funded by cash on hand and revolver borrowings, where Boyd was advised by Moelis and Goldman Sachs advised Pala. Pala was a private target, which is why that particular deal never shows a premium line. It's a useful contrast to keep in your back pocket.

Business Description & Financial Parameters

Now tell the interviewer what each company actually does, with just enough financials to convey size, growth, and profitability. One to two sentences per business is plenty. Don't deliver a 10-K; deliver an orientation.

"Company A is a large-cap industrial automation company. They make the hardware that runs modern factory floors, carry a $15bn market cap, and last year generated $8bn of revenue and $1.6bn of EBITDA, a 20% margin. Company B is a publicly traded maker of machine-vision sensors and AI inspection software, with $560mm of revenue and $140mm of EBITDA last year, a 25% margin. At a $2.8bn enterprise value, including roughly $200mm of net debt on top of the $2.6bn equity value, the deal was struck at about 20x EBITDA."

That last line does quiet work for you. Translating the price into a multiple (here, a $2.8bn enterprise value against $140mm of EBITDA, so 20x) shows you can move from a headline number to how a banker actually frames value. You don't need to build a model for this. You need to know the multiple and be ready to say whether it looks rich or fair.

For private targets, you simply note that financials aren't fully public and give what you can find. In the Boyd/Pala case, the disclosure was thin enough that the honest framing was that a quick search showed Pala generating around $6mm of revenue the prior year. That's a perfectly good answer; interviewers don't expect public-company detail on a private seller.

Strategic Rationale

This is the "why did this happen" section, told from both sides. Your job is to give the reasons the buyer wanted the seller and the reasons the seller agreed to be bought. Two to three reasons per party is the right amount. If you uncover more, hold the extras back as ammunition for the next section.

"For Company A, the acquisition does three things. First, it bolts machine-vision and AI inspection software onto a hardware-heavy portfolio, which they can cross-sell into their existing base of roughly 20,000 factory customers. Second, it shifts revenue mix toward higher-margin, recurring software revenue, which the market rewards with a richer multiple. Third, it secures a critical technology supplier before a competitor could, giving Company A control over a part of the value chain it previously outsourced.

For Company B, the deal hands them Company A's global distribution and installed base, which they were too subscale to reach on their own, plus the capital to fund a product roadmap they couldn't bankroll as a standalone company."

The discipline here is to keep the buyer's reasons and the seller's reasons separate and balanced. A common weak answer covers only why the buyer wanted the deal and forgets that the seller had its own logic for selling.

This is also the section where the sourcing pays off. The real Boyd/Pala rationale, for instance, centers on Boyd gaining Pala's iGaming technology and customer-data capability so it could control its own online-gaming economics, while Pala gained access to Boyd's larger customer base and capital to invest in its B2B segment ahead of the repeal of PASPA. You can lift that level of specificity directly from the documents, which is exactly the point.

Your Perspective

Structurally it looks a lot like the Strategic Rationale, except you begin your sentences with "I think…" or "In my opinion…" and you bring in the extra reasons you banked earlier, plus any analysis or research of your own. The goal is to make the interviewer believe you've actually wrestled with this deal rather than just summarized it.

"In my opinion, Company A made the right move. The clearest source of value is cross-sell. If they attach Company B's software to even 10% of their 20,000 customers at an average contract of $50,000 a year, that's $100mm of incremental, high-margin recurring revenue, almost a fifth of Company B's standalone top line, before they ship a single new product. On top of that, the secular tailwind is real: reshoring and factory-automation capex are both growing, and Company A now sells the 'eyes' as well as the 'hands' of the factory. Finally, this is as much a re-rating story as an operating one. Hardware-only industrials trade around 12x EBITDA, while software-attached industrials trade closer to 18x, so as the combined company's software mix climbs, the multiple should follow."

Notice what that does. It leads with a concrete, computable claim (10% of 20,000 customers at $50,000 each is $100mm), layers in a macro tailwind, and closes with a valuation thesis. That's the texture of "I've done some work on this," and it's far more persuasive than "I think it's a good deal because of synergies."

The real Boyd/Pala perspective does the same thing with its own standout statistic: that iGaming's lifetime-value-to-customer-acquisition-cost ratio sits around 7x, versus roughly 4x for most technology subsectors, which implies acquisition costs are only headed up and only the largest, best-capitalized players survive the marketing arms race. One sharp, specific stat like that, delivered with conviction, does more for you than five vague platitudes.

A practical note on how to build this section: spend a couple of hours scrolling, compiling, and reading, then pick the reasons that are the most promising or the most complex. You're not trying to list everything you found. You're trying to choose the two or three points that make you sound like you genuinely understand the industry. And there's a strategic trick worth using: if you mention an analysis or a large number, you can almost guarantee the interviewer asks about it, which means you've effectively chosen your own follow-up question, one you've already prepared an answer for.

Deal Outcome

Close by looking forward. If enough time has passed since the deal closed, give a brief, one-to-two-sentence read on how it's going: synergy targets, integration progress, what management or the street is saying.

"It's been about a year since close, and management has guided to $40mm of run-rate cost synergies by year two, with integration tracking to plan. I believe Company A doubles Company B's recurring revenue within three years while holding or expanding margins as the software attach plays out."

Keep it short. If the deal is very recent, or if the companies are private and there's simply no public update to give, you can skip this section entirely without anyone holding it against you. The Boyd/Pala walkthrough, for example, naturally ends with a forward-looking line such as believing Boyd will grow revenues at 40% over the next three years while maintaining or expanding margins, rather than a retrospective, precisely because not much time had passed.

How to Source a Real Example

You cannot fake this part, and you don't need to. Two documents do almost all the work.

The press release. Google "[Buyer] [Seller] press release". This gives you the deal background, the size, the advisors, and often a clean summary of the strategic rationale in management's own words.

The definitive proxy statement. Google "[Buyer] [Seller] merger proxy statement". This is the deeper well. Two sections matter most:

• "Reasons for the Merger," which feeds your Strategic Rationale.
• "Opinion of [Company]'s Financial Advisors," which contains the buyer's and seller's bankers' valuation work: the DCF assumptions, the comparable companies, the precedent transactions. You don't need to memorize this for an IB walkthrough, but skimming it gives you the multiple and the valuation context that make your answer sound grounded, and it's gold if you want extra ammunition for Your Perspective.

If both the press release and the proxy come up short, you have backup sources. SeekingAlpha is a strong first stop, and the major financial outlets (the Wall Street Journal, the Financial Times, the New York Times, and Bloomberg) will often have the analysis you're missing. But if you're digging this hard and still can't assemble a real argument, that's usually a sign to pick a different deal.

Choosing the Right Deal

A few selection rules will save you from a weak walkthrough:

• Demand at least four reasons for the acquisition. If you can't find four solid reasons across the press release, proxy, and news sources, and there's no compelling reason to stick with this particular deal, choose a different one. Thin rationale makes for a thin answer.
• Use two to three reasons per party in the Strategic Rationale, and bank the rest. Every extra reason you find becomes ammunition for Your Perspective, so over-researching is never wasted.
• Prefer a deal the team actually worked on. It's the most direct proof that you researched them, not just M&A in general.

Public Versus Private Targets

This distinction quietly changes two of your sections, and getting it right is an easy way to look polished.

If the target is public, you state the premium in your Deal Background, framed as a percentage over the seller's unaffected closing price on a given date:

Forgetting the premium on a public deal is a small mistake that reads as a big one. It tells the interviewer you didn't really work the numbers.

If the target is private, or if the deal closed very recently, you have more latitude. Private financials may be limited, so you give what you can find and move on. And with little or no time elapsed since close, there's often nothing meaningful to report for Deal Outcome, so you simply skip it. No one will fault you for omitting an update that doesn't exist yet.

Where to Go Next

The M&A deal walkthrough is one member of a family of "show me you can think" interview questions, and the others have their own structures worth preparing separately.

If you're interviewing for a hedge fund or equity research seat, the stock pitch is the main event, and it follows a different shape and a much heavier valuation discussion; we cover that in its own guide. In private equity interviews, the same walkthrough framework holds, but it's built around an LBO rather than an M&A deal, with the payoff framed as a return rather than a strategic fit. And if the deal in question is one from your own resume, you'll add a short "Your Role" section in front of your perspective, describing your contribution, the model or analysis you built, and who you presented to, which is a distinct discipline we treat on its own.