How to Discuss a FIG Deal in an Interview

Introduction

"Tell me about a deal you're following" is the second most common FIG interview question after "Why FIG?", 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: EBITDAC multiple (not EBITDA, because commissions are variable compensation that must be stripped out). 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 of capital synergies (the acquirer funds the target's assets at its lower cost) are often the largest and most unique synergy type. 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.

EBITDAC

EBITDAC (Earnings Before Interest, Taxes, Depreciation, Amortization, and Commissions) is the standard profitability metric for insurance brokers and distributors. Unlike manufacturers or technology companies where employee compensation is a fixed operating cost, insurance brokers pay producer commissions that are directly tied to premium volume and represent variable compensation. Stripping out commissions reveals the normalized earnings power of the brokerage platform independent of its commission structure. When discussing insurance broker M&A in an interview, using "EBITDAC" instead of "EBITDA" immediately signals FIG-specific knowledge.

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 an OCC hearing with 147 witnesses and a DOJ review of approximately 31% subprime credit card market share. The DOJ found insufficient evidence to challenge, and the Fed and OCC issued conditional approvals on the same day. 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."

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 over $300 billion in combined assets. The strategic rationale is geographic expansion: Fifth Third is Midwest-concentrated while Comerica has a strong Texas and Southwest franchise. Fifth Third's de novo branch strategy (achieving 213% of deposit goals in the Southeast) will be applied to Comerica's markets. The deal priced at approximately 1.0-1.1x P/TBV with $400 million in accelerated expense synergies from technology platform consolidation and duplicate function elimination. Regulatory approval cleared in under four months, reflecting the more permissive environment for regional bank consolidation under the current administration. The deal makes strategic sense: it fills Fifth Third's geographic gap in high-growth Texas markets and adds Comerica's middle-market commercial lending franchise. The key execution risk is system integration."

Insurance Broker: Gallagher-AssuredPartners

"Gallagher acquired AssuredPartners for $13.5 billion, the largest insurance broker acquisition by a strategic buyer in US history. AssuredPartners, the 11th-largest US broker, was a PE portfolio company (GTCR/Apax). The deal priced at 14.3x gross EBITDAC on approximately $938 million in trailing EBITDAC. After accounting for $160 million in run-rate synergies and a $1 billion deferred tax asset, the net multiple drops to approximately 11.3x, which is within the range for insurance brokerage mega-deals. Synergies come from eliminating duplicate overhead, consolidating vendor contracts, and cross-selling Gallagher's specialty programs. Integration costs of $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."

Asset Management: BlackRock-HPS

"BlackRock acquired HPS Investment Partners for $12.1 billion, adding approximately $148 billion in private credit AUM to its platform. The strategic logic is fee economics: private credit commands 150-200 basis points in management fees versus 10-40 for traditional strategies. The deal increases BlackRock's private market AUM by 40% and management fees by 35%. At $12.1 billion for $148 billion in client assets, the implied price is approximately 8.2% of AUM, within range for a high-quality credit platform. 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: private credit is projected to grow from $3.5 trillion to $5 trillion by 2029, and BlackRock's distribution network will 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.