Before You Hit Send
Dealroom
The Synergy Deck That Said the Quiet Part Out Loud

The Synergy Deck That Said the Quiet Part Out Loud

A slide promised to "rationalize the competitive overlap and recover pricing." The government reads decks too.

Bankers love a synergy slide. So do antitrust regulators — for entirely different reasons.

The message

"Post-close, we rationalize the competitive overlap and recover pricing power in the three markets where we currently undercut each other."

Why it mattered

A merger's own deal documents are Exhibit A in any challenge. This bullet describes the transaction's value as less competition and higher prices — the precise theory of harm the agencies must prove. "Recover pricing power" and "we currently undercut each other" don't describe efficiencies; they describe eliminating a rivalry that was benefiting customers. Real synergies (lower unit costs, combined R&D) are defensible. This framing is a confession.

Before you hit send

The synergies may be perfectly legitimate — the words are the problem. Coaching catches "recover pricing," "kill the discounting," and "reduce overlap" as they're drafted and prompts for language that describes the actual efficiency, so the deck proves value creation instead of anticompetitive intent.

Get the cautionary tale, not the deposition

Have Before You Hit Send: Dealroom land in your inbox every week — one real message that went sideways, for antitrust attorneys, deal teams, and m&a bankers.