Walk me through a deal you’ve worked on. (1-2 min)

First, you should provide the context of the deal and industry. Many folks forget to do this. Explain the target business in an easy-to-understand way, and also provide a quick overview of the acquiror and its strategic rationale. It’s important to explain upfront why the deal is happening and what the industry backdrop is. For example, is this part of a larger trend of industry consolidation? Is this part of an existing roll up strategy by the acquiror to dominate a market niche, or are they looking to acquire expertise so they have a beachhead for further expansion into a new market?

If there was any interesting “drama” between the buyers / sellers / owners, you’ll want to highlight that and how it affected the negotiation of the deal. This will demonstrate that you truly understood the background of the deal and you didn’t just blindly punch in numbers.

After fully explaining the context of the deal and the industry backdrop, you should explain your role in the deal step-by-step with adequate technical detail. For example, if you created the model, you should go over how the revenue model works and what drove the key assumptions in revenue growth. You should also go over the capital structure assumptions, such as how much debt was used, and if necessary, highlight one or two other key assumptions that are critical to valuation, such as COGS, SG&A, and capex.

It’s also important to go over the industry research and due diligence you performed. For example, if the acquiror is looking to expand the target into new industries and sectors, what research did you do on these potential growth opportunities? Did you value the market and analyze competitors and even hire a consultant? What were the most critical items to due diligence which would affect whether the deal went through or not?

It’s important to provide a step-by-step quantitative and qualitative breakdown so that the interviewer can realize that you actually did significant work on the deal. This will also prove that you are knowledgeable about the context and broader implications, and didn’t simply have your head in the weeds. Otherwise, the interviewer may be led to believe that you didn’t do the heavy lifting in the deal and only participated in a more cursory manner.