The Edit. 10.6.2025.
Forging the Future of Finance.
Week of October 6th, 2025
Market Update
OpenAI awards Advanced Micro Devices 6 gigawatt worth artificial intelligence infrastructure deal, boosting share prices by as much as 38%
Backed by BC Partners and Pollen Street, specialist lender Shawbrook's London IPO amongst the largest in UK equity markets this year, with estimates in the range of a 2 Billion dollar valuation
Citigroup and Goldman Sachs both strike expansionary moves to widen their global influence, expanding their Nordic and Middle Eastern Office presences, respectively
New York Stock Exchange Parent Firm to Invest $2 Billion in Polymarket, bringing the market prediction firm's valuation to roughly $8 Billion
Deal of the Week
Fifth Third purchases Comerica in $10.9 Billion Deal
On 6 October 2025, Fifth Third Bancorp (NASDAQ: FITB) agreed to acquire Comerica Inc. (NYSE: CMA) in an all-stock transaction valued at $10.9 billion, creating the ninth-largest U.S. bank by assets (≈ $288 billion). Comerica shareholders will receive 1.8663 Fifth Third shares per Comerica share, equating to roughly $82.88 per share, a 20 percent premium to Comerica’s prior close. The deal is expected to close in Q1 2026, pending shareholder and regulatory approvals. Goldman Sachs serves as exclusive financial adviser to Fifth Third, while J.P. Morgan Securities and Keefe, Bruyette & Woods advise Comerica.
Post-merger, Fifth Third shareholders will own ~73 percent of the combined company and Comerica holders ~27 percent. Fifth Third CEO Tim Spence will continue to lead the bank, with Comerica CEO Curt Farmer becoming Vice Chair and Comerica COO Peter Sefzik heading Wealth & Asset Management. The merger expands Fifth Third’s footprint from its Midwest base into high-growth Sun Belt and West Coast markets—covering 17 of the 20 fastest-growing U.S. metros—and blends its consumer and digital banking strengths with Comerica’s middle-market commercial franchise.
Strategically, the transaction reflects a broader wave of U.S. regional bank consolidation, as mid-tier lenders seek scale to offset rising technology and compliance costs and diversify earnings away from interest-rate volatility. The combined institution aims to build two recurring $1 billion-plus fee businesses in commercial payments and wealth management. Comerica shares rose ≈ 14 percent on announcement, while Fifth Third slipped ~1 percent, signaling investor recognition of long-term strategic logic tempered by short-term integration risk.
Interview Prep Questions
Associate - M&A Deal Advisory
Question: How do you set and defend the working-capital peg in a seasonal business, and where does the closing true-up sit in the EV to equity bridge?
You’re being tested on:
Data hygiene, seasonality normalization, and correct placement of adjustments so price doesn’t double count net debt or operations. The peg should reflect “normal” NWC needed to run the business at the expected closing revenue cadence. Use multi-year, seasonality-adjusted analyses, exclude non-operating items, and tie to contract terms (SPA definitions) so the closing-date true-up adjusts equity value—not EV.
Core concept:
Build a monthly NWC time series for 24–36 months; compute average, median, and seasonally adjusted metrics.
Normalize for growth/mix (e.g., days-based approach: DSO/DIO/DPO scaled to forward sales/COGS).
Strip out non-operating items (cash, ST debt, taxes payable for pre-close periods, earn-outs, dividends payable).
Remove anomalies (one-off buys, stock-outs, strikes) and correct cut-off issues (bill-and-hold, consignment).
Anchor the SPA definition to your NWC policy manual; ensure consistent classification with the bridge.
Common pitfalls.
Calling customer advances/deferred revenue “working capital” when they function as debt-like obligations.
Using a single date in a highly seasonal business instead of seasonally adjusted averages.
Letting NWC definitions differ between the model and SPA, creating disputes at close.
Putting the NWC true-up above net debt in the bridge (it belongs below—affects equity, not EV).
