Where to Find Deal Information for an IB Deal Walkthrough

When an interviewer asks you to walk through one of their team's deals, it can feel like they're asking for insider knowledge you couldn't possibly have. You didn't work on the deal. You weren't in the room. So how are you supposed to know why it happened, who advised whom, or what the bankers thought the company was worth?

Here's the secret that takes all the pressure off: almost none of a deal walkthrough is insider knowledge. Most of the content in your walkthrough is taken directly from the deal's press release or its definitive proxy statement, and both of those are public. The parties, the bank's role, the transaction type, the size, the premium, the strategic rationale, even the valuation work the financial advisors did. It is all written down somewhere, and your job is simply to know where to look. Public companies have to disclose material transactions, and shareholders have to be given enough information to vote on a merger, which is precisely why these documents exist and why they are free for you to read.

The only part of the walkthrough that is genuinely yours is "Your Perspective," your own read on whether the deal made sense. Everything else is gleaned straight from the press release and the definitive proxy statement. Once that clicks, a daunting interview question turns into a straightforward research exercise. This article is about exactly where that research happens: the two documents that do almost all the work, where inside them the good material lives, what to do when they come up short, and how to confirm a deal is "sourceable enough" before you commit to it.

Start with the press release

The press release is the fastest way to get the skeleton of the deal, and it should be the first thing you pull up. To find it, run a simple Google search:

This is the document the companies put out the day the deal was announced, so it is written to summarize the transaction cleanly for the public. From it you can lift the handful of facts that open any walkthrough:

• Who's involved: the buyer and the seller.
• The type of transaction: usually a straightforward M&A acquisition.
• The bank's role: whether the bank you're interviewing with advised the buyer or the seller.
• The size of the transaction: the headline consideration, and often how it was funded (cash, stock, or a mix).
• The premium: if the seller is a public company, the press release will usually state the premium paid over the seller's share price before the announcement. It is worth grabbing because it signals how badly the buyer wanted the target.

The press release also frequently includes the headline strategic rationale, the official "why" of the deal, in the form of management quotes and a paragraph or two on what the combined company gains. Sometimes that is all you need. More often it is just the starting point, and you go to the proxy for the depth.

Go deeper with the definitive proxy statement

When the press release runs out, the definitive proxy statement takes over, and it is by far the richer of the two documents. To find it:

A proxy statement is the disclosure document prepared for the target company's shareholders ahead of the vote on the merger. Because its whole job is to justify the deal to the people being asked to approve it, it has to lay out the board's reasoning and the financial analysis behind the price in detail. That is exactly the material you want, and it is why the proxy is the single most valuable source for a walkthrough.

It is a long document, often well over a hundred pages, so you do not read it cover to cover. The fastest way in is to search the file for the two section headings below rather than scrolling, because those two sections do almost all the work.

"Reasons for the Merger"

This section lays out, in the board's own words, why the deal was pursued. It is the natural home for your strategic rationale.

So when "Reasons for the Merger" comes up thin, don't panic, and don't write off the deal just yet. Two things can rescue it: the other proxy section below, and the outside sources I'll cover in a moment.

"Opinion of [Company X's] Financial Advisors"

This is the section that makes a proxy worth its length. Titled "Opinion of [Company X's] Financial Advisors," it contains both the buyer's and the seller's advisors' opinions, and it is where the bankers show their actual valuation work. The definitive proxy statement contains the analyses each financial advisor completed: the assumptions in their DCF, if a DCF was used, the comparable companies and precedent transactions they included, and the other analyses they used to arrive at their valuation.

When the primary documents come up short

Sometimes neither the press release nor the proxy gives you enough, especially on the strategic rationale. That is the L3Harris problem from earlier, where the official reasons read like process notes. When that happens, you have two options: switch to a different deal, or go digging in outside sources.

For digging, go onto SeekingAlpha or other news websites: WSJ, FT, NYT, Bloomberg. Journalists and analysts often explain the strategic logic of a deal in plainer, sharper terms than a defensively written proxy ever will, and they will frequently surface angles the official documents bury.

This is also where the real research happens for the part of the walkthrough that sets you apart. The process I typically used was spending two hours scrolling through Google, compiling reasons beyond the obvious ones. With enough research, you can build a genuinely good list. Then you just pick the ones that seem the most promising or complex, because you are trying to impress. The headline facts take minutes to pull from the press release. This deeper dig is what gives you spare ammunition for your own perspective, the section the interviewer actually cares about.

Vet the deal before you commit: the sourceability test

Here is the step most candidates skip, and it is the one that saves you from a painful interview: before you commit to a deal, confirm the public record can actually support a walkthrough. This is a sourcing decision, not a matter of taste.

The walkthrough has parts that need real, findable material, principally the strategic rationale (why the deal happened, for both sides) and your own perspective on it. You need roughly two to three reasons per party for the rationale, plus a few spare reasons to fuel your perspective. That sets a floor, and it gives you a clean test:

Four is the minimum that leaves you with enough to cover both sides of the rationale and still have something left over for your own take. Run this check early, while you are still choosing, not after you have spent an evening preparing. A deal with a thin paper trail will leave you exposed in exactly the sections the interviewer probes hardest, so it is far cheaper to switch now than to discover the gap live.

Make the sourcing easy on yourself

A lot of the work above gets easier if you set yourself up well before the interview.

Start with what you go searching for. Aim to prepare two deals: one your interviewer's team actually worked on, and one that would fit under that team's industry or product group. The first shows you have done your homework on them specifically. The second shows you understand the kind of work the group does. Both give you a concrete target to point your searches at.

The most efficient habit is to find an acquisitive company, one that does deals regularly, and follow it on a weekly basis. If you already know the company and its recent transactions, the incremental effort to prepare a walkthrough is small, because you are not starting your research from scratch each time. It is fine if you can't do this. You can always prepare once you receive notice of the interview. But if you have the runway, a standing familiarity with one serial acquirer pays off.

Put it all together and the research is far less mysterious than the question makes it sound. Pull the press release for the skeleton, mine the proxy's "Reasons for the Merger" and "Opinion of [Company X's] Financial Advisors" for the depth, fill any gaps from SeekingAlpha and the financial press, and confirm you can find at least four solid reasons before you commit. Do that, and the only thing left for you to supply is your own opinion, which is the part they wanted from you all along.