Summary
Almost everything in an M&A deal walkthrough comes from two public documents: the deal's press release and its definitive proxy statement. The press release gives you the factual spine, the buyer, seller, price, and premium. The proxy's "Opinion of Financial Advisors" section holds the valuation work that makes you sound like you actually studied the deal.
When candidates hear "walk me through an M&A deal," they assume the hard part is having something intelligent to say. It isn't. Most of the content in your walkthrough comes directly from two documents that anyone can pull up in about thirty seconds: the deal's press release and its definitive proxy statement. The walkthrough is far more of a research exercise than a creative one. Your job is not to invent analysis out of thin air. It's to know exactly where the raw material lives, how to mine it efficiently, and how to judge whether a given deal holds enough substance to be worth preparing at all.
That's good news, because it means preparation is a process you can actually control. Below is where the information comes from, in the order you should go looking for it, and how to vet a deal before you sink time into it.
What You're Actually Hunting For
Before you open a single search tab, it helps to know what buckets you're trying to fill. A complete walkthrough rests on five pieces of information, and every one of them lives in a findable source:
- Deal background: the type of transaction, the bank's role (did they advise the buyer or the seller?), who was involved, and the size of the deal.
- Business description and financials: a one to two sentence read on what the buyer and seller each do, plus enough on size, growth, and profitability to give the interviewer a sense of scale.
- Strategic rationale: the reasons the deal happened, from both the buyer's and the seller's perspective.
- Advisor analyses: the valuation work the financial advisors performed, which is where the genuinely sophisticated detail lives.
- Deal outcome: how the combined company has performed since close, if enough time has passed.
Keep these five buckets in mind as you research. They tell you when you have enough and when a source has come up thin. Now, the sources themselves, in order of priority.
Source 1: The Press Release
The press release is your first stop and the workhorse for the factual spine of the deal. Find it by searching:
Script · Adapt to your context
Google "[Buyer] [Seller] press release"
The press release reliably gives you the deal background and a clean factual summary: who's buying whom, the bank's advisory role, the consideration (cash, stock, or a mix), the total transaction size, and, if the seller is public, the premium paid over the unaffected share price. Often it will also hand you a few lines of strategic rationale straight from management's mouth, since the acquirer wants to justify the deal to its own shareholders.
To see how much a press release alone can give you, imagine a hypothetical deal: Company A, a mid-cap industrials acquirer, agreeing to buy Company B, a publicly traded components maker, for $52.00 per share in cash. With 10 million shares outstanding, that's an equity value of $520mm, and against Company B's prior closing price of $40.00, the offer represents a 30% premium. From that single document you've already filled most of your background bucket: the buyer, the seller, all-cash consideration, a $520mm price tag, and a 30% premium. (That example is hypothetical, built only to show what fields a press release populates. The real figures for any deal you prepare must come from the actual release.)
What the press release usually won't give you in full is the deeper reasoning behind the deal. For that, you go to the proxy.
Source 2: The Definitive Proxy Statement
The definitive proxy statement is the richest single document you'll touch, and it's where most candidates either strike gold or waste an hour in the wrong section. Find it by searching:
Script · Adapt to your context
Google "[Buyer] [Seller] merger proxy statement"
Once you're in, there are two sections worth knowing by name, because they are not equally useful.
"Reasons for the Merger" — useful, but sometimes thin
This is the section most people open first, and it's the one labeled to give you the strategic rationale. Navigate to it directly. In L3Harris's acquisition of Aerojet Rocketdyne, for instance, "Reasons for the Merger" sits on page 36. But be warned: sometimes, as in that case, the stated reasons aren't that insightful and read more like a recap of the M&A process (the board met, the advisors presented, a fairness opinion was rendered) than a genuine strategic argument. If you hit a section like that, don't assume the deal is a dud. The strategic meat may just be living somewhere else in the document, or in the news.
"Opinion of [Company X's] Financial Advisors" — the rich vein
AMD's merger with Xilinx is the model here. Pages 89 to 97 of that proxy provide plenty of material you can lift straight into the strategic rationale and your own perspective on the deal. A proxy that detailed effectively writes half your answer for you.
To make the difference concrete, picture the advisor section for our hypothetical Company A / Company B deal. The seller's advisor might disclose a discounted cash flow analysis producing an implied value range of $48.00 to $58.00 per share, alongside a comparable-companies analysis and a set of precedent transactions used to triangulate that range. Against the $52.00 offer price, you can immediately see the deal was struck in the lower-middle of the advisor's intrinsic range. That's the kind of observation that earns a follow-up question you're ready for. (Again, hypothetical and internally illustrative only. Pull the real ranges from the real filing.)
Source 3: News and SeekingAlpha as a Backstop
When the press release is light and the proxy's "Reasons for the Merger" section turns out to be process-flavored, you still have a third tier. Go to SeekingAlpha or other news websites — WSJ, FT, NYT, Bloomberg — and dig for the strategic rationale there. Analysts and journalists often articulate the industrial logic of a deal more sharply than the lawyers who drafted the filing, and a good SeekingAlpha write-up can hand you two or three angles you wouldn't have assembled on your own.
Treat news as a supplement, not a foundation. The filings give you the verifiable facts; the news gives you color and interpretation. You want both, but you never want to build a walkthrough on a journalist's framing alone when the primary documents are a search away.
Vetting a Deal Before You Commit
Here's the judgment that ties the sourcing together, and it's the part most candidates skip. Not every deal is worth preparing, and you can tell which ones aren't by how much material the sources yield. Run this test before you invest your time:
Two to three reasons per party is enough for the strategic rationale itself. Anything beyond that becomes ammunition for the "your perspective" portion of the walkthrough, where extra reasons let you sound like you've done deeper work than expected. So a deal that surfaces only three or four total rationale points is thin; a deal that surfaces eight gives you both a clean rationale and a reserve to draw on. If the press release, the proxy, and the news together can't get you across that line, the deal is fighting you. Pick another one.
Two more sourcing-side decisions worth making deliberately:
Choose a deal the team actually worked on. When an interviewer asks you to talk about a deal, the most impressive answer is one their own group advised. So bias your research toward transactions the specific team or firm executed, then back it up with one more deal that fits their industry or product group. Where to find that deal and how to choose between candidates is its own topic, but from a sourcing standpoint the rule is simple: their deals first.
Follow an acquisitive company weekly. The lowest-effort way to never be caught flat is to pick one acquisitive company and follow it on a weekly basis. Do that, and the incremental work of preparing a walkthrough collapses, because you already know the company, its strategy, and its recent deals cold. Start now rather than the night before. And realistically, budget time for the dig itself: a thorough rationale list can take roughly two hours of scrolling through Google, compiling reasons and picking the most promising or complex ones to lead with. Knowing that up front keeps you from panicking when the first ten minutes don't hand you a finished answer.
A quick note for the PE side: if you're preparing an LBO deal walkthrough rather than M&A, the same sourcing logic largely transfers, since sponsor-backed take-privates also generate proxies and press releases. The investor angle differs enough that it deserves its own treatment, but where you look stays the same.
Once You've Gathered the Material
Sourcing is only the first half. Once you've mined the press release, the proxy, and the news, and you've confirmed the deal clears the four-reasons bar, the next job is shaping that raw material into a coherent, well-delivered answer — the background, the business descriptions, the rationale, your perspective, and the outcome. For exactly how to assemble and deliver that, see the companion guide on how to walk through an M&A deal in an IB interview.
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