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A Guide to Investment Banking Deals and Deal Flow

Discover the unique aspects of the investment banking deal flow process, its steps, challenges, and tips for smoother transactions in this comprehensive guide.

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December 19, 2024

If you haven't operated in the investment banking space before — or it's been a few years, as many dealmakers start their careers in investment banking — you may find certain aspects much different than what you're used to elsewhere in the mergers & acquisitions (M&A) industry.

Contrary to many other M&A organizations, such as private equity, venture capital, and even corporate development, the investment banking deal flow process involves sourcing deals for others rather than yourself. 

Investment bankers aid other companies as an advisor, offering their expertise on the many different steps in a deal, depending on what their clients need. Let's dive into the investment banking deal flow process, including its steps, potential challenges, and ways to make it easier.

Identifying Potential Clients and Buyers

Creating an investment thesis is a common first step in most M&A organizations' deal flow processes, but not for many investment banks. While many choose to operate only within a specific industry (which benefits them because they’re usually chosen for their domain expertise), a bank's focus and ideal target changes depending on its client.

Instead, investment banks’ deal process starts with finding a client, which can range from companies and corporations to other M&A organizations such as venture capitalists, private equity firms, and more. The next step in the process also depends on contract type.

Contrary to private equity, where dealmakers are tasked with managing a deal from start to finish, investment bankers can be contracted to advise anywhere in the deal flow process, including for only a specific portion of the transaction, such as negotiations. Further complicating the potential deal flow for investment bankers is that they can operate on either side of the deal: the buy-side or the sell-side.

  • Buy-Side: Banks on the buy-side focus on helping clients find entities to invest in or acquire entirely. These entities can be entire companies, a particular division, or even a product or other asset, such as real estate.
  • Sell-Side: Banks on the sell-side focus on helping clients find organizations to invest in or acquire them. There is usually a desire for these organizations to be able to provide domain expertise, operational guidance, etc. in addition to capital.

Despite the variability of an investment bank's role in a deal, the main goal is always to get the best deal possible for their client.

M&A vs. Divestitures

Investment banking deals can either involve an entire company or a part of one. The former is usually referred to as a merger or acquisition, and the latter is known as a divestiture. M&A is the more common type of deal, partially because it's easier to complete.

Researching an entire company is far more straightforward and includes fewer variables and assumptions. When attempting to understand the potential growth of a company, for instance, you can often find estimated revenue numbers for private companies through a deal sourcing platform and base your forecasts off those. However, finding estimated revenue for a single division of a company is extremely difficult.

Additionally, a common reason that a company is trying to sell off a portion of itself is because it's under-performing. While you may find instances where the department or product doesn't serve the company's strategy or future vision, it's less likely.

Divestitures also can take two different forms: sourcing an organization to acquire and then absorbing the assets, or spinning the division or product off into its own company.

Approaches to Investment Banking Deal Flow

While the exact flow of investment banking deals may differ, finding the right partner for the deal is usually similar. Many of the same deal sourcing strategies that bankers use to find clients are the same as when they want to find buyers or sellers for these clients. Let’s explore a few of the tactics investment bankers use in both scenarios. 

Networking

Although it’s a more traditional deal sourcing tactic, networking can still be effective for generating deal flow for investment bankers. Building on a large network of connections improves dealmakers’ chances of receiving warm introductions and opportunities across organizations and industries.

Direct Sourcing

Direct sourcing is quickly becoming a required part of the deal flow for any M&A organization, including investment bankers. Rather than rely on deals to come to them, IBs are more often proactively searching for the next great client or deal. Data and technology advancements have made this once highly manual and time-consuming strategy much faster, easier, and more reliable. 

Conferences & Events

There's nothing quite like meeting someone face-to-face, and while virtual calls can at least provide some valuable face-time, many dealmakers prefer the in-person vibe from conferences and events. Just make sure you've modernized your conference strategy.

Challenges Facing Investment Banking Deal Sourcing

The M&A industry is known to be more challenging than most, partially because of the amount of money at stake in each deal and the magnitude of change that comes with each transaction. To help put it into perspective, the average deal size in 2023 was $58.9 million

Here are a few other challenges that may arise during the investment banking deal flow:

  • Inadequate Financial Information: The more information a deal team has on a potential target, the better off they'll be. But if the deal involves a private or bootstrapped company, sourcing information can be incredibly difficult without the right deal sourcing platform.
  • Improper Use of Data: Getting your hands on a lot of data can often seem like a good thing — until your team realizes they don't know how to use it. Being data-driven means first sourcing good, high-quality, accurate data, and then having the proper team and tools to use that data to generate actionable insights.
  • Lack of Resources: Sometimes, a deal just isn't meant to be. Perhaps the sell-side wants too much money. Perhaps the resources required to integrate the purchased entity would be too much. Or, the best path to success would be to spin off the divested department into its company, but your client just doesn't have the resources.

Unfortunately, this list isn't exhaustive for the potential challenges dealmakers face when making investment banking deals. However, many of these can be countered or even avoided altogether with the right technology and a strong deal team.

The Role of the Deal Team

Investment banking teams’ responsibilities often differ across firms. Depending on where your team has been contracted to advise, your team may even need different skills from deal to deal.

However, the ultimate goal is always to get the best possible deal for your client. So, while what is considered success for your team may vary depending on the deal type and what side of the transaction you’re on, many of the required skills are the same:

  • Market and Company Research: No matter when an investment banking team is contracted in the deal origination process, it's almost certain the team will have to perform research (e.g., market mapping, competitor research, etc.) to be able to consult. 
  • Company and Deal Analysis: Clients often rely on the investment banking deal team to understand whether the deal they're about to enter is a good move. In fact, an investment bank is sometimes contracted after certain deal flow steps, such as initial contact and negotiation, are already complete.
  • Negotiation: Negotiating a deal is very much within the wheelhouse of many investment banking teams. While they may not have complete oversight or authority over all aspects of a deal — including how the deal was originally found—they have a lot of experience from previous transactions and will gather enough knowledge during their contract to be able to get the best deal for their client.
  • Due Diligence: Investment banks can help their clients through the due diligence step, uncovering hidden details about the company on the other side of the transaction and ensuring their client knows everything entailed in the deal before transacting.
  • Integration: Sometimes, IBs will be contracted to help post-transaction — when the sold assets are integrated into the buy-side's organization. This requires considerable skills in people, project, and change management, as well as data collection and analysis to help eliminate redundancies, lower costs, and increase efficiency in the now-combined entity.

How to Modernize Your Deal Flow

For investment banks to succeed and properly support their clients, they must ensure they have a modern deal flow supported with the latest and greatest technology. If you don't already have a modern tech stack that includes a customer relationship management system (CRM), business intelligence (BI) tools, and a deal sourcing platform, this is your sign to fix it.

Learn what's in the modern dealmaker's tech stack with our guide.