How to Discuss a FIG Deal in an Interview

Introduction

"Tell me about a deal you're following" is, alongside "Why FIG?", one of the most common FIG interview questions, and it is where most candidates reveal whether they truly understand FIG deal dynamics or have simply memorized a deal announcement. Discussing a FIG deal requires a fundamentally different framework than discussing a tech or industrial transaction because FIG M&A involves elements that do not exist in other sectors: regulatory capital impact, multi-agency approval processes, deposit premium analysis, TBV dilution earn-back, and sector-specific valuation metrics that replace standard enterprise value multiples. An interviewer who hears you discuss a bank merger using EV/EBITDA or a broker deal without mentioning EBITDAC knows immediately that you are applying a generic framework rather than a FIG-specific one.

Structure every FIG deal discussion around six elements, delivered in approximately two minutes. This framework works for any FIG sub-sector: banks, insurance, asset management, fintech, or exchanges.

1. Deal Overview (10 seconds). Acquirer, target, price, structure (all-stock, cash, or mixed), and one headline fact that frames the significance. Keep this tight.

2. Strategic Rationale (30 seconds). Why this target specifically? What capability, market position, or asset does the target bring that the acquirer cannot replicate organically? For bank deals, this is typically the deposit franchise, geographic expansion, or a specific business line. For insurance deals, it may be distribution scale, book of business, or client relationships. For asset management, it is usually AUM in a specific strategy or private credit capability.

3. FIG-Specific Valuation (20 seconds). Name the correct metric for the sub-sector and state the headline multiple. Banks: P/TBV, premium to unaffected price, implied P/E. Insurance brokers: EV/EBITDAC, and say whether the multiple is gross or net of tax benefits and synergies. Asset managers: percentage of AUM and fee-related earnings multiple. Compare briefly to sector benchmarks.

4. Regulatory Considerations (20 seconds). Which agencies must approve? What was the timeline (or expected timeline)? Were there antitrust concerns? What is the pro forma CET1 ratio? Were there conditions attached? This element has no equivalent in non-FIG deal discussions and is one of the clearest signals of FIG-specific preparation.

5. Synergies and Integration Risks (20 seconds). Quantify the projected synergies and identify the primary integration risk. For bank deals, cost savings are usually the largest synergy, often a quarter to a third of the target's expense base, while cost of capital synergies (the acquirer funds the target's assets at its lower cost) are the most FIG-specific. System conversion risk is typically the primary integration concern.

6. Your Opinion (20 seconds). State whether the deal makes strategic sense, support it with one quantified point, identify one honest risk, and conclude. Do not be arrogant ("this deal is obviously great") or evasive ("I'm not sure"). Be analytical and balanced.

Elements 3 and 4 change most by sub-sector:

Bank M&A: Capital One-Discover

"Capital One acquired Discover Financial for $35.3 billion in an all-stock deal that closed in May 2025, creating the eighth-largest US bank with $638 billion in combined assets. The strategic rationale is unique: Capital One acquired Discover's global payment network (70 million merchant acceptance points), enabling it to operate as a three-party issuer like American Express rather than paying Visa and Mastercard for network access. The exchange ratio of 1.0192 implied a 26.6% premium. Total projected synergies are $2.7 billion annually by 2027: $1.5 billion in cost savings plus $1.2 billion in network synergies from migrating debit volume to the owned network. The deal navigated 14 months of multi-agency regulatory review, including a joint Fed-OCC public meeting at which 147 people testified, and the Fed's approval order analyzed card concentration among subprime and new-to-credit customers. The DOJ advised that the deal did not warrant an adverse comment, and the Fed and OCC issued conditional approvals on the same day in April 2025. I think this is strategically compelling because the payment network is an irreplaceable asset, but the integration complexity is significant: system conversion and network migration execution will determine whether the projected synergies materialize on timeline."

Unaffected Share Price

The unaffected share price is the target's stock price before deal news (a leak, rumor or announcement) moved it, usually the last close beforehand. Deal premiums are measured against it because a price inflated by takeover speculation understates what the buyer pays for control. Capital One's 26.6% premium was measured against Discover's $110.49 close on February 16, 2024.

Regional Bank Consolidation: Fifth Third-Comerica

"Fifth Third Bancorp acquired Comerica for $10.9 billion in an all-stock deal, creating the ninth-largest US bank with approximately $288 billion in combined assets. The strategic rationale is geographic expansion: Fifth Third is Midwest-concentrated, while Comerica brings Texas and California franchises. The exchange ratio was a 20% premium to Comerica's 10-day VWAP and priced the deal at 1.73x P/TBV, according to Fifth Third's deal presentation, with $850 million in projected cost savings (about 35% of Comerica's expense base), no tangible book value dilution, 9% EPS accretion in 2027 and no revenue synergies modeled. The Fed approved the deal in January 2026, about 14 weeks after announcement, and it closed on February 1, reflecting the more permissive environment for regional bank consolidation under the current administration. The deal makes strategic sense: it adds high-growth Texas markets and a middle-market commercial lending franchise. The key execution risk is system integration."

Insurance Broker: Gallagher-AssuredPartners

"Gallagher acquired AssuredPartners for $13.45 billion, the largest insurance brokerage acquisition ever completed when it closed in August 2025 after an FTC second request. AssuredPartners was a PE portfolio company (GTCR/Apax) with about $2.9 billion in revenue. Gallagher's announcement priced the deal at 14.3x gross EBITDAC on approximately $938 million in trailing pro forma EBITDAC. Netting an estimated $1 billion deferred tax asset and about $160 million of synergies expected over three years brings the multiple down to 11.3x, in line with the effective price of other insurance brokerage mega-deals. Integration costs of about $500 million (including $200 million in non-cash retention awards) reflect the importance of retaining AssuredPartners' 10,900 professionals. I think the deal is strategically sound for Gallagher's roll-up strategy, but the 14.3x gross multiple leaves limited room for synergy slippage. Execution depends on talent retention."

EBITDAC

EBITDAC (Earnings Before Interest, Taxes, Depreciation, Amortization, and Change in estimated acquisition earnout payables) is the profitability metric insurance brokers such as Gallagher report and price deals on. Serial acquirers remeasure earnouts owed on past deals each quarter, and EBITDAC strips out that noise. Brokers are asset-light, so EV/EBITDA logic still applies.

Asset Management: BlackRock-HPS

"BlackRock acquired HPS Investment Partners for about $12 billion, paid entirely in BlackRock equity, in a deal that closed in July 2025 and added approximately $148 billion in private credit client assets. The strategic logic is fee economics: private credit commands 150-200 basis points in management fees versus 10-40 for traditional strategies. BlackRock projected that HPS would lift its private markets fee-paying AUM by 40% and private markets management fees by about 35%. At about $12 billion for $148 billion in client assets, the implied price is roughly 8% of AUM, inside the 6-12% range where alternative managers are typically valued. This fits BlackRock's thesis of building an integrated public-private platform (alongside GIP for infrastructure and Preqin for data). The integration is relatively straightforward because HPS and BlackRock do not overlap operationally. I think this is a well-timed platform acquisition: BlackRock expects the private debt market to more than double to $4.5 trillion by 2030, and its distribution network should accelerate HPS's fundraising."

The interviewer wants to see analytical thinking, not arrogance or evasiveness. The formula: acknowledge the strategic logic, support your view with one quantified point, identify one honest risk, and conclude with a balanced assessment.