What to Say in a Deal Walkthrough for IB Interviews

The deal walkthrough is one of the most predictable questions in investment banking recruiting, and also one of the most misunderstood. Candidates psych themselves out over it. They assume that to talk convincingly about a billion-dollar acquisition, they need inside knowledge, a finance pedigree, or hours buried in a model. They don't. Here's the secret that takes most of the pressure off: almost everything you'll say in a walkthrough is public record. The size of the transaction, who advised whom, what each company does, why the deal happened — all of it is sitting in the press release and the definitive proxy statement, waiting for you to assemble it.

So if the facts are free, what is the interviewer actually testing? Your opinion. The one part of the walkthrough you cannot copy out of a document is the section where you tell them what you think of the deal. That is the part that separates a candidate who memorized a press release from one who can think like a banker. Everything else is assembly. "Your Perspective" is the test.

This guide walks through exactly what to say, section by section, and builds the whole thing around a single deal: Boyd Gaming Corporation's acquisition of Pala Interactive. That's the real deal I walked through in my own Moelis interview, so you'll see each section flow into the next the way it would in a live answer.

Why deal walkthroughs matter, and what to prepare

Deal walkthroughs are a staple of both IB and PE interviews. In an IB interview you're walking through an M&A deal; in a PE interview it's usually an LBO. The structure is nearly identical, and I'll flag the PE-specific differences as we go, but the spine of this guide is the IB version: a deal, an acquirer, a target, and a story about why one bought the other.

Your interviewer will expect you to know at least one deal completed by their team or firm, and most will assume you have one or two prepared. The smart way to prepare is to bring two kinds of deal:

• One deal their team has worked on. This proves you researched the specific group you're sitting in front of, not just "banking" in the abstract.
• One deal that would fit under that team's industry or product group. This proves you understand what they actually do all day.

My recommendation is to start preparing now, before you even have an interview scheduled. The most efficient method is to find an acquisitive company and follow it on a weekly basis. Once you know a company well, the incremental effort to prepare a walkthrough on one of its deals is minimal, because you already understand the business and the strategic context. It's completely fine if you can't do that. You can always prepare these answers once you receive notice of the interview. The point is simply that the earlier you start, the less it feels like cramming.

The walkthrough at a glance

Before we get into the individual sections, here is the whole structure in one place. Memorize this skeleton, because everything else hangs off it.

Notice the time budget. One and a half to two and a half minutes is not very long, which is the whole point. A walkthrough is a guided tour, not a data dump. You're proving you can take a complicated transaction and narrate it cleanly, in the order a banker would: context first (who, what, how big), then the businesses involved, then the logic of the deal, then your own read on it, and finally the outcome. If you can do that in two minutes without rambling, you've already separated yourself from most candidates.

There are two types of walkthrough, and which one you give depends entirely on whose deal it is:

• A deal they've done. This is the most common type by far. You only need to give "Your Perspective" on the deal. There's no "Your Role," because you weren't on it.
• A deal you've done. This is the secondary case, and it only comes up when the deal is on your résumé and they ask about it directly. Here you give both "Your Role" and "Your Perspective."

If you're a student or you're breaking in without prior deal experience, don't worry that you have nothing to talk about. The default, most-common walkthrough is a deal the firm did, where you're judged on research and opinion, not on personal experience. We'll cover the "deal you've done" path too, but treat it as the exception.

Let's build the full answer one section at a time.

Deal Background

Start your answer by setting the scene. There are four things you need to cover here, and you can hit all four in a sentence or two:

Here is the exact answer I gave for Moelis:

Look at how much got packed into two sentences. The type of transaction is an acquisition. The size is $170mm, and I even specified how it was funded, with cash on hand and revolver borrowings, which is a small detail that signals you actually read the deal documents. Who was involved is Boyd as buyer and Pala as seller. And the bank's role is right there at the end: Moelis advised the buyer, Goldman advised the seller. Four boxes, two sentences. That's the standard to aim for.

One adjustment to make when the seller is a public company: mention the premium. When a public company gets acquired, the buyer almost always pays above the current trading price, and that premium is a number your interviewer expects to hear. The template looks like this:

To be clear, the numbers in that template — the $200mm, the half-stock-half-cash split, the 30% premium — are placeholders showing you the shape of the sentence, not a real deal. You'd drop in the actual figures for your company. (Pala was private, which is why my Boyd answer didn't include a premium; there was no public trading price to pay above.) The reason to include the premium when you can is that it shows you understand how M&A is actually priced, which is a level of fluency most candidates skip right past.

Business Description & Financial Parameters

Now that the interviewer knows what the deal is, tell them who the two companies are. You want a one- to two-sentence summary of each business plus its key financials, enough to give a sense of size, growth, and profitability. Here's how I described the buyer:

Read those two descriptions side by side, because the contrast is the whole lesson. Boyd is a $6b public company with hard, easily-quoted financials: a $3.4b revenue base, $1b of EBITDA, a clean growth projection to $4b. You can rattle those off because they're in every filing. Pala is the opposite, a small private company where the revenue figure isn't published anywhere obvious. The fact that I dug up an approximate ~$6mm revenue number and said so out loud ("a quick Google search showed…") signals resourcefulness; it tells the interviewer I went looking when the answer wasn't handed to me.

The relative sizing also quietly sets up everything that follows. A $6b acquirer paying $170mm for a company with roughly $6mm of revenue tells you immediately that Boyd isn't buying Pala for its current earnings. They're buying it for something else: technology, capability, a foothold in a new market. You've now teed up the rationale without having said it yet.

Strategic Rationale

This is where you explain why the deal happened, from the perspective of both the buyer and the seller. Aim for two to three reasons per party. That's enough to be credible without running over your time budget, and if you've found more reasons than that, hold the extras in reserve for "Your Perspective" later.

Here's the rationale for Boyd and Pala:

Notice the construction. The buyer's reasons come first, and they cluster around capability: Boyd gets a customer database, iGaming expertise, and control over the technology and economics of the online experience it couldn't build fast enough on its own. Then come the seller's reasons, which cluster around scale and capital: Pala gets distribution into Boyd's customer base, the balance sheet to fund growth, and a strong position heading into the next phase of the market. That phase is tied to the repeal of PASPA, the federal restriction on sports betting whose removal opened up the iGaming and sports-wagering market that both companies are chasing. You don't need to lecture on the law, but knowing why it matters to the rationale shows you understand the industry, not just the transaction.

Deal Outcome: a quick reality check (only if time has passed)

If a meaningful amount of time has passed since the acquisition closed, you can add a brief update on how it's actually going. Think one or two sentences answering questions like: Have the synergy targets been met? How has the combined company performed? Were there integration problems? What has management said about the progress? What is the street saying? Has the strategic rationale actually come to fruition?

Keep this simple and short. And if not much time has passed since the deal closed, or if the companies are private and there's nothing public to report, just skip this section entirely. For Boyd and Pala, which was recent and involved a private target, you'd skip it.

A quick note to avoid confusion: this mid-walkthrough "Deal Outcome" is a retrospective check on how the deal has played out so far. There's a second, forward-looking outcome that comes at the very end of your answer, where you give your prediction about the future. Don't mix them up. This one is optional and backward-looking; the closing one is how you finish, and we'll get to it.

Your Perspective: the section that actually separates candidates

Here it is, the most important section of the entire walkthrough. The question you're really answering is simple: "What do you think of this deal?" And the reason it matters more than everything else is that this is where the interviewer tests whether you can think like a banker (or, in PE, like an investor), rather than just recite public facts.

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 going forward. Mechanically, it's very similar to the Strategic Rationale section. The single biggest change is that you begin your sentences with "I think…" or "In my opinion…" You're converting facts into a point of view.

Your goal is to make the interviewer believe you've done real analysis on this deal, or at least extensive research. Sometimes you genuinely will have. Other times you'll lean on those extra reasons you found but didn't use in the Strategic Rationale section. Most often it's a combination of the two. If you want to go deeper, the definitive proxy statement contains the analyses each financial advisor performed; it's usually in a section titled "Opinion of [Company X's] Financial Advisors," and it lays out the DCF assumptions, the comparable companies, and the precedent transactions they used to arrive at their valuation. That's gold for sounding like you've been under the hood.

The honest version of my own process: I'd spend about two hours scrolling through Google compiling reasons beyond the ones I'd already earmarked for Strategic Rationale. With enough research you can build a surprisingly good list, and then you just pick the ones that are most promising or most complex, because you're trying to impress. Here's the Your Perspective answer I built for Boyd and Pala:

Let's pull this apart, because it's a model of how to do it. It opens with a clear stance: Boyd made the right move. No hedging. Then it layers in distinct angles of insight: a macro/regulatory tailwind (governments relaxing iGaming rules to chase tax revenue), a synergy argument (cross-sell and up-sell), a strategic shift (mobile removes the need for a physical location, opening a customer segment Boyd couldn't previously reach), and finally a genuinely sharp industry observation.

When it's a deal you've done: lead with Your Role

This is the secondary path, and you only use it when the deal is on your résumé and the interviewer asks you about it directly. If that's not your situation, skip straight past this. But if you do have real deal experience, you lead with "Your Role" before moving into "Your Perspective."

Describe your role in, and your contributions to, the deal. You can talk about the diligence you did, whether business, financial, industry, or otherwise. You can talk about the model you built, a specific analysis you ran, or a write-up you produced: market sizing, a DCF, comps, precedents, an LBO, industry or company background. You can also talk about whether you delivered or built the presentation, who you delivered it to, and how they responded. Here's a tight version:

Expect follow-up questions on this part, because the interviewer will want details: your DCF assumptions, how you actually assessed those competitors, how you sized market share and end-market demand, which comps you chose. One or two sentences on your role is enough to open the door, and then you move into "Your Perspective" exactly the way you would for a deal they've done. The role establishes credibility; the perspective still does the heavy lifting.

Closing: where you think the deal is headed

Finish your walkthrough by giving the interviewer a sense of how you think the deal will perform in the future. This is the forward-looking outcome, and it's how you button up the whole answer on a confident, predictive note.

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

For an LBO deal, the PE version, you'd shift to the language of returns:

The specific numbers in both of those closings — the 40% revenue growth, the doubled investment, the 20 - 25% IRR — are illustrative scripted endings to show you the shape of a strong close, not real projections you should quote. You'd build your own from your own deal.

What's worth internalizing is the difference between the two closes, because it captures the difference between an IB and a PE walkthrough. In M&A, you frame the future around the combined company: revenue growth, margin expansion, the strategic payoff. In an LBO, you frame it around the sponsor's return: can the private equity firm double its money, and what IRR does that imply? Same closing move, different scorecard. One measures the business; the other measures the investor's profit. Knowing which lens to use tells the interviewer you understand who's actually asking the question.

How to source and prepare a walkthrough

Everything above assumes you can find the raw material, so let's close the loop on where it all comes from. The good news, as promised at the top, is that the bulk of a walkthrough is public record, reachable with two Google searches:

The press release gives you the deal background, the parties, the size, and often the headline strategic rationale. The proxy goes deeper. Inside it, navigate to the section called "Reasons for the Merger." For example, in L3Harris's acquisition of Aerojet Rocketdyne, you'll find it on page 36. One important caveat from experience: sometimes, as in that L3Harris case, the stated reasons in the proxy aren't all that insightful and relate more to the M&A process than to genuine strategic rationale. When that happens, the proxy isn't enough on its own and you'll have to dig elsewhere, which is exactly when SeekingAlpha and the financial press (WSJ, FT, NYT, Bloomberg) earn their keep.

For a contrasting, high-quality example, look at AMD's merger with Xilinx. Pages 89 - 97 of that proxy provide plenty of material you can use directly for both the Strategic Rationale and Your Perspective sections. When you're choosing which deal to prepare, this is the test to apply up front: make sure the press release or proxy contains enough substance to address both of those key sections adequately. If it doesn't, you'll feel the gap in the interview. And if you want to go even deeper for Your Perspective, return to that "Opinion of [Company X's] Financial Advisors" section of the proxy, which lays out the DCF assumptions, comps, and precedents both sides' bankers relied on.

Finally, the move that makes you stand out. If you have extra time, prepare two deals for every interview instead of one. Then, when the interviewer asks "Could you tell me about an M&A deal our team has worked on?", you respond:

That's the whole walkthrough. Master the structure, build one complete deal end to end the way we just did with Boyd and Pala, and remember where the real test lives. The facts are public; your opinion is what they're grading.

Best of luck.

Matt, Capstack