How to Talk About a Deal in Interviews, With a Worked Example

Tell me about a deal that interested you recently. The question appears in nearly every serious IBD interview and it quietly separates candidates into two groups: those who read headlines and those who think like advisers. I asked it for years at Nomura and BNP Paribas and the pattern never changed. Weak answers narrate. Strong answers argue. The difference is structure and structure can be learned in an afternoon.

Choosing the right deal

The hierarchy is simple. A deal you personally worked on beats everything. A recent deal done by the bank interviewing you comes second, because it shows targeted preparation and lets the interviewer add colour. A well-chosen market deal comes third and is completely acceptable, provided it is recent, relevant to the group and small enough in fame that you are not reciting the same answer as the previous four candidates. Pick something announced in the last 6-12 months, in or near the sector you are interviewing for and ideally with a feature worth discussing: an unusual structure, a contested premium, a strategic surprise.

One deal prepared deeply beats three prepared thinly. You need to survive five minutes of follow-ups, not deliver one minute of summary.

The five-part structure

• Headline. One sentence: buyer, target, size, deal type. This proves control before anything else.
• Terms. Price, premium, consideration, anything structurally interesting. Two or three precise facts, not a data dump.
• Rationale. Why the buyer did it, in 2-3 catalysts with a proof point each. This is where narration becomes argument.
• Valuation logic. How the price can be justified and what the buyer is underwriting. You do not need a model; you need the drivers.
• Risks and your view. One or two specific risks, then a two-sentence opinion. The opinion is what most candidates omit and it is the part interviewers remember.

The worked example: Mars buys Kellanova

Headline: in December 2025, Mars completed its all-cash acquisition of Kellanova, the Pringles and Cheez-It owner spun out of Kellogg, for a total consideration of US$35.9bn including assumed debt, the largest food deal since Kraft Heinz in 2015.

Terms: shareholders received US$83.50 per share in cash, a premium of roughly 44% to the unaffected 30-day average and about 33% to the unaffected 52-week high, an acquisition multiple of 16.4x trailing adjusted EBITDA. Announced 14 August 2024 with a first-half 2025 target, the deal needed 28 regulatory clearances and a European Commission investigation stretched the clock; unconditional EU approval arrived in December 2025 and the deal closed on 11 December, sixteen months after announcement.

Rationale, three catalysts. First, category completion: Mars is sweets, chocolate and petcare, Kellanova is salty snacking at global scale, so the combination builds a snacking business of roughly US$36bn in annual revenue with brands that barely overlap. Second, distribution: Kellanova brought an international footprint across snacking, cereal and noodles that extends the combined portfolio into markets and channels Mars did not fully reach. Third, the buyer's structure: Mars is private and family-owned, which means it can underwrite a full multiple, integrate away from quarterly scrutiny and fund the deal on its own terms, cash on hand plus committed debt, including a US$26bn bond raise that ranked among the largest corporate issues ever printed.

Valuation logic: the premium question here is unusually instructive because two benchmarks were disclosed, 44% against the 30-day average and 33% against the 52-week high, a reminder that a premium is only meaningful relative to a stated reference. At 16.4x EBITDA against packaged-food peers historically trading lower, Mars paid for scarcity: platforms of this scale in snacking almost never come to market. And because the buyer is private, no synergy number was published for the market to audit, which is itself worth saying in an interview: private acquirers disclose less, so the outside analyst triangulates from category logic instead.

Risks and view: the thesis carries integration risk at record scale, the consumer-health overhang on snacking demand and the regulatory lesson the timeline already taught, that even a low-overlap deal can spend sixteen months in approvals. My view in an interview: the deal makes sense because scarcity justifies the multiple for a permanent-capital buyer with no exit clock and the funding structure shows how a private strategic competes for public assets; the swing factor is whether category growth holds while the integration lands. Two sentences, position taken, done. For the contested version of the same discipline, the Warner bidding-war case study runs a fight instead of a handshake.

The follow-up traps

• Is the premium fair? Never answer yes or no alone. Fair if the underwritten improvements are achievable; aggressive if they are not. Name the improvements.
• How would you value it? Give the toolkit in one breath: trading comps, precedent transactions, a DCF and for a sponsor deal the LBO maths of what returns the price implies. If the conversation goes deeper, you are into the territory I cover in how modelling tests are actually scored.
• What would kill the deal? Regulatory conditions, financing certainty, shareholder approval. For a non-horizontal take-private like this one, approvals and process mechanics matter more than antitrust overlap.
• Numbers you do not have. Say not disclosed, then reason directionally. An invented number discovered in follow-up ends the interview; a structured directional answer strengthens it.
• Would you have advised the seller to accept? Flip to the other mandate's logic: certainty of cash at a 28% premium against standalone upside and market risk. Arguing both sides of the table in one answer is the fastest way to sound like an adviser rather than a spectator.

Preparing yours

Source from primary documents, not summaries: the announcement press release for the terms, the investor presentation for the rationale, the target's last annual report for the operating numbers. Thirty minutes across those three gives you facts nobody can dispute and the vocabulary the deal team itself used and it protects you from inheriting someone else's error, which an interviewer who worked the deal will spot instantly.

Build a one-page sheet per deal in the five-part shape, say it aloud until the headline and terms are automatic and prepare the three questions you would ask if you were the interviewer. Sector interviews raise the bar on rationale: if you are interviewing with a technology group, the metrics that matter are different and I have covered what TMT interviews actually ask separately. Final rounds will run this exact exercise under pressure alongside everything else, which is why it features in my piece on how superdays and assessment centres are scored.

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Raphael Tressieres

Former Executive Director in TMT Investment Banking at Nomura and M&A banker at BNP Paribas. Top-rated mentor with 300+ sessions. About