When something big happens in public, a practitioner reads it the next day.

A distressed multiple on an undistressed balance sheet — and one question that decides everything: which year is the run rate?

lululemon closed at $100.61 on September 4, 2026, down 17.4% in a single session from the $121.77 pre-earnings close and 80.3% below the December 2023 high of $511.29. The valuation table is the first thing on the page because it is the whole argument: zero funded debt, $1.27bn of net cash ($11.48 a share, 11.4% of the stock price), an undrawn revolver, and current assets covering current liabilities more than twice — against 5.0x clean EV/EBITDA and 11.5x clean earnings. Multiples in that range normally accompany a capital structure under strain, and there is no capital structure here to be under strain. The case builds the multiple lease-consistent, which matters more than it sounds: after ASC 842 the $406 million of operating lease cost is already inside operating expenses, so adding the $2.14bn of lease liabilities to enterprise value while dividing by EBITDA charges the reader twice and reports 6.1x where the two honest constructions report 5.0x and 5.1x. It then strips the $0.86 a share of one-time tariff-refund benefit out of guided EPS, and notes the further $95.5 million of filed refund claims that ASC 450 forbids the company from recognising — an unpriced asset no figure here depends on. The problem is regional, not universal: total comparable sales fell −9.0%, but the Americas comped −12.0% while China Mainland comped −2.0%, and the Americas produced $7.85bn of FY2025 revenue. Comparables falling while square footage grows 10.5% to 825 stores is operating deleverage, which is why EPS guidance was cut −13.1% against a −5.9% revenue cut. Then the buyout, tested rather than asserted, at an entry price triangulated from a precedent premium, the Institute’s own discounted cash flow and the closest listed peer’s multiple — three methods that land within $4.67 of one another. The sources and uses at $130.00 a share, a 29.2% premium, funds $9.83bn of debt at 5.0 turns and still needs a $4.05bn sponsor cheque — 27.5% of uses. On the Institute’s own operating case it fails, and the reason is specific: Section 163(j) caps the interest deduction at 30 percent of EBIT, so year one pays $835.4 million of interest, deducts $547.7 million, disallows $287.7 million, writes a $207 million cheque to the Treasury on a business whose entire EBIT is consumed by interest, and leaves $173.9 million of free cash flow against $9.83bn of debt. The best cell anywhere in the base-case grid returns 7.1%, and adding leverage makes it worse, which is the diagnostic that the constraint is the earnings and not the capital structure. The three operating cases are derived from comparable sales, square-footage growth and margin rather than asserted as percentages, and only the bull case clears a sponsor hurdle — at $130.72, on assumptions that presuppose the recovery has already happened. A full founder rollover produces an identical IRR, because it cuts the cheque and the exit proceeds in the same proportion. Then the case runs the same buyout a second time, on the operating path a control buyer would actually underwrite. Every path above is a public-market path that treats FY2026 as the level of the business; a buyer paying a control premium is saying the opposite, and the company’s own record supports it — 18.9% margin this year against 26.1%, 27.9% and 24.4% in the three years before, with the board replacing the chief executive over it. A sponsor case that recovers margin to 22.0% by year five — still short of FY2025 and far short of FY2024 — returns 25.9% at $130.00 a share and five turns and clears twenty percent up to $134.70, a 34% premium. Same financing, same tax code, same exit convention; only the operating case differs, and the leverage that destroyed value on the Institute’s path now adds it. The Institute does not adopt that case, and prints it because a buyout tested only on paths a buyer would reject is the valuation restated in different units. A companion table sets out the eleven standard post-close levers a sponsor would pull — the 100-day plan, operating partners, cost-out, working capital, add-ons, brand extension — each cross-referenced to the chapter of the Institute’s Practitioner’s Guide to Private Equity that treats it, and none of them credited in the model. The case then answers the question the buyout arithmetic leaves open. A lease-consistent peer table shows the discount to Deckers is 23.2%, not the 36.9% a mismatched numerator and denominator would imply — and concedes the objection that on forward earnings LULU at 11.50x is more expensive than Deckers at 11.24x. A discounted cash flow at an 8.69% cost of equity, with both terminal methods and a nine-cell sensitivity grid in which every cell sits above the market, lands at $128.81 and $135.98 a share. The Institute’s stated value is $116.43 to $135.98, midpoint $128.63 — 27.8% above the close, with a bear path at $94.09 published as the floor. The same model is then run a second time off FY2025. The company earned $2.71bn of EBITDA in the year ended February 1, 2026; guidance implies $1.97bn. Which of those two is the run rate is the question a buyer of the stock and a sponsor underwriting a buyout both have to answer first, and more than three quarters of the gap between them is margin rather than demand — which is exactly what a control owner buys the right to fix. Hold FY2025 as the level and the equity is worth $205.24 a share. Run the model backwards instead and the $100.61 price resolves to permanent EBITDA of $1.62bn, 60% of what the company earned last year and below even the guidance already cut. Both readings are published, side by side, rather than averaged. Michael Burry’s reported position is described from the filings rather than the headlines: Scion’s disclosed holding was cut 77.8% between the second and third quarters of 2025, the adviser deregistered November 10, 2025, and the bullish 2026 commentary is a newsletter about a personal portfolio, not a filing. Position disclosure: the author holds no position, long or short, in lululemon athletica inc. (NASDAQ: LULU). Educational. Not investment advice.

American burns 4.8 billion gallons a year against $8.6 billion of equity. That ratio, not the airline, is the case.

The case opens on the crude tape and then on the lever. WTI averaged $64.51 a barrel in February 2026, the last full month before hostilities with Iran, peaked at $102.13 in May, and averaged $83.90 in August 2026 — still 30% above the pre-war level, with roughly half the spike given back. American closed February 2026 at $13.32 and September 1, 2026 at $12.95: crude up a third, the equity slightly lower. That is the observation the case examines, not the conclusion it reaches — and the path between those endpoints cuts against it. The stock bottomed on the shock at $10.74, rallied through April and May while crude was still climbing, reached a 52-week high of $18.79 inside the war, and has since round-tripped to $12.95, 31% lower, while crude went from $84.81 in June to $83.90 in August — essentially flat. The equity gave back a third of its value while the commodity stood still. Three of the six war months move opposite to crude and three do not; the case prints the month-by-month table rather than summarizing it. American consumes roughly 4,820 million gallons a year, so ten cents on the gallon is about $482 million of annual pre-tax income — 5.6% of the entire market value of the company, and fifty cents is 28%. The reason is not consumption but the equity underneath it: the common is 22.7% of the enterprise, so a dollar of enterprise effect lands on a base 4.4x smaller than the enterprise. Operating leverage multiplied by financial leverage. The Institute takes no view on the direction of crude and forecasts none — but states one conditional: it does not know when crude falls, or whether it falls from here at all, and if it does, it is a tailwind for this company and a disproportionately large one. That is arithmetic about earnings, not a forecast about the tape, and the case keeps the two apart. The second leg matters more for an equity this thin: because a fuel saving lands in EBITDA, it deleverages the company without retiring a dollar of principal — net obligations run 9.42x trailing EBITDA today, 8.15x on a dime off the gallon, 6.78x on a quarter and 5.29x on fifty cents. One dollar producing two effects, not two benefits to be added. But the deleveraging is a ratio effect only — the $28,594 million of principal and the $7.3 billion 2028 wall do not move — and the arithmetic runs in reverse with equal force. A lever is not a direction. It tests the lever instead, across 65 monthly observations: the unconditional correlation of the stock to jet fuel is −0.10, to WTI crude −0.16, and to the crack spread — which is presently 44% of the jet-fuel barrel — +0.004. Roughly half of what American actually pays has swung between $6.61 and $70.64 a barrel over five years and the equity has never registered it. The market prices the component it sees quoted and ignores the component it does not. That gap is the finding, and it cuts both ways: a crack spread reverting to its own five-year mean with crude held flat is worth about $4.0 billion a year pre-tax and requires no oil view at all — but on five years of evidence the cash may arrive without the re-rating. Two assets are carried at zero throughout: the federal tax carryforwards, on which the recorded deferred tax asset was $4,095 million at December 31, 2025 — $6.19 a share gross against a $12.95 stock — and AAdvantage beyond the $12.5 billion of debt secured against it. Neither is netted into any multiple here. Then the structure: on July 23, 2026 American reported the highest quarterly revenue in its history — $16,735 million, up 16.3% — and guided full-year adjusted earnings to a range that straddles zero. The premise is taken apart too: at $12.95 the stock is 28% above its 52-week low, not at it, and United sits closer to its own floor. What actually distinguishes American is the price on its revenue — 0.15x sales against 0.73x for Delta. On a lease- and pension-consistent basis the equity is 22.7% of a $37.7 billion enterprise, and net obligations of $29.1 billion are 3.4x the entire market value of the company. Net interest of $409 million consumed 92% of operating income in the best revenue quarter American has ever had. The decisive finding is in the cash flow statement: of $4,694 million of first-half operating cash flow, roughly 72% is customer float — $3,402 million of air traffic and loyalty liability build, money collected for flights not yet flown and miles not yet redeemed, which reverses in the back half. Full-year 2025 free cash flow was negative $680 million in a better year than 2026 is guided to be. The full debt architecture is here: $28,594 million of scheduled principal, $7.3 billion of it in 2028, plus the $1.0 billion a year of mandatory AAdvantage amortization that began July 20, 2026, the collateral package and its covenants, the operating leases, the pension, and ~$17.5 billion of aircraft commitments through 2030 on commitments as of December 31, 2025. Position disclosure: the author established a long position in AAL on September 3, 2026, after this analysis was completed and after the September 1, 2026 close on which every price here is struck; the author holds no position in DAL or UAL. Educational. Not investment advice.

Everything else is academic until a buyer and a seller agree on a price. The Institute believes, on four methods, that PayPal’s board will not sell below roughly $70. The money actually assembled reached $64.23.

Advent International and Stripe indicated $60.50 a share on July 15, 2026, were told the price was inadequate, and walked away on August 28, 2026. A price being stated is not the same as a price being agreed, and this case starts where the negotiation started: the Institute believes, based on its analysis of the filed record, that the board will not sell below roughly $70 a share. That is an estimate drawn from evidence, not a claim about what directors have decided. The repurchase record is one input and it is carefully bounded: PayPal spent $20.2 billion retiring 319 million shares, at a fiscal 2025 average of $70.38 — but a board approves an authorization, a dollar amount and a window, not a price. Fiscal 2024 and fiscal 2025 repurchases are both exactly $6,053 million; the average price that budget produced was set by market participants, not by directors. The fifty-two-week high of $79.22 was struck October 28, 2025, nine months before any bid became public, so it carries no takeover speculation. A two-stage discounted cash flow at a built 9.64% cost of capital — with stock compensation left as the expense it is, never added back — returns $76.03, and 21 of 30 cells in the sensitivity grid clear $70. The median non-PayPal peer multiple of 9.47x implies $68.04. Four methods, one neighborhood — and the case discloses that they are not four independent confirmations: the DCF terminal value implies a 9.33x exit multiple, essentially the 9.47x peer median. Then the case shows why the last $5.77 could not be bought. The money that was actually assembled — $17.0 billion of equity, $50.0 billion of committed debt, $5.0 billion of balance-sheet cash — tops out at $64.23 a share; the bid came in $3.73 below the buyers’ own ceiling. Borrow the gap and total debt reaches $55.2 billion, 7.99x EBITDA, with 49.9% of the interest pushed past the §163(j) line into deferral — a timing cost carried forward indefinitely, not a forfeiture. Fund it with equity and the cheque is $22.2 billion, 1.31x what was raised. The company’s stated $1.5 billion cost program is run in both channels, and only one of them matters: the tax shelter changes what a given debt load costs but hands the buyer no extra dollar, while a lender holding its 7.24x underwriting multiple against run-rate EBITDA of $8,459 million sizes the commitment at $61.2 billion, lifts the affordable price to $76.64, and shrinks the cheque at $70 to $11.0 billion — inside the $17.0 billion already raised. That is the softest number in the case, because only about $400 million of the $1.5 billion had been delivered as of July 2026. The one structure that clears both sides is an all-stock strategic: Note 12’s double trigger requires a change of control and a downgrade, so an investment-grade acquirer paying in its own stock never fires the $12,855M put and never incurs roughly $14 billion of uses. For SpaceX the trade is 3.22% dilution against PayPal’s $6,909 million of trailing EBITDA to June 30, 2026 — a 74.1% increase on SpaceX’s annualized first-half 2026 EBITDA of $9,330 million, or 48.8% on the second quarter annualized. Both bases are shown; neither is a forecast. Author holds no position in PYPL. Educational; not investment advice.

The market repriced an entire company for a problem confined to one subsidiary — and the company’s own segment disclosures prove where it sits.

On August 25, 2026 DICK’S closed at $124.32, down 30.7% from $179.33, taking out a 52-week low of $175.65 set the day before. The market removed $4,924 million of equity value over a $246.5 million reduction in full-year guided operating income — roughly twenty times the income change, against a company whose remaining earnings it prices near ten times. Because DICK’S reports Foot Locker as a separate segment under ASC 280 and guides each one, the attribution does not have to be inferred: Foot Locker accounts for 73.1% of the cut, and comparable sales at the DICK’S core were guided up. The case builds a lease-consistent enterprise value — DICK’S carries $6,057M of operating lease liabilities against $1,906M of financial debt, so lease treatment is the largest single determinant of the multiple — and shows the same company reading 6.86x with leases out of both sides, 5.53x on EBITDAR, and 10.28x on the screener convention that counts the lease twice. It also reports what cuts the other way: committed cost of $3,262.7M for Foot Locker was 8.3x the trailing adjusted EBITDA it was earning at signing, for a business that then missed its guide at −3.3% comps. The Institute states its view explicitly and marks where the evidence stops. Author holds no position. Not investment advice.

The Institute's first European football case — and the only one in the library where the asset is audited and the transaction is not.

Hollywood mogul Ari Emanuel — executive chair of WME, CEO of TKO Group (UFC + WWE), founder of Mari Group in 2025 — adds a global theater portfolio to a live-entertainment roll-up already spanning Miami Open tennis, Frieze art fairs, Barrett-Jackson collector-car auctions, and TodayTix digital ticketing. The Institute reads the deal as the second major operator-CEO trophy-asset print of the August 2026 cycle following the Iger/Kushner $12B Lakers announcement by twenty-four hours.

A practitioner case on Mari Group's £4.5 billion including debt (~$6 billion) acquisition of ATG Entertainment from Providence Equity Partners, announced August 11, 2026. ATG owns Broadway’s Lyric Theatre (home of Harry Potter and the Cursed Child), West End houses staging Wicked and The Lion King, and dozens of additional playhouses across the US, continental Europe, and the UK. FY2025 operating profit rose ~13% to a record £160.9 million (~$217 million). The implied ~28x operating-profit multiple (~20-22x EBITDA) is trophy-asset pricing consistent with sports-franchise scarcity ranges rather than standard operating-business ranges. Providence has held ATG since 2013 (13-year PE hold); Blackstone acquired a minority stake in 2024 and exits at partial upside. Mari Group was founded 2025 with capital from RedBird Capital, Apollo Global Management, and the Qatar Investment Authority. The Institute walks Emanuel's WME / Endeavor / TKO operator profile as the specific value-add, the Mari portfolio buildout as a durable roll-up thesis, and the ATG acquisition as the specific pivot point where Mari transitions from platform assembly to platform scale. Case cross-references the Institute's Field Note No. 2 on the Kushner / Iger $12B Lakers deal, the Alex Cooper / Unwell / Whitesell $500M investment (same-week companion), and the UWMC Oaktree recap. Not investment advice.

Nelson Peltz and Trian Fund Management have reportedly submitted a takeover bid to take Wendy's private after 15+ years as the company's largest activist holder and Non-Executive Chairman, with a consortium including Abu Dhabi-based BlueFive Capital and Wendy's largest franchisee Flynn Group. Institute walks the MFW governance requirements, the three-methodology fair-value test that puts the Institute base case at $14/share, the WBS-in-place financing structure, and the sources & uses at the $14 base case.

A practitioner case study on the reported Trian take-private bid for The Wendy's Company (NASDAQ: WEN) built from the Q2 2026 10-Q, the August 7 earnings presentation, the August 7 press release, and public reporting from CNBC and the Financial Times. Walks the Kahn v. M&F Worldwide (MFW) governance framework that Trian's insider position triggers, the take-private math with pre-bid EV of $3.85B and the three-methodology fair-value test that puts the Institute base case at $14/share (11.0x on the Institute's conservative $460M full-year Adj EBITDA estimate, 85% premium over $7.55, matching Burger King 2010 and below every other QSR take-private multiple in the modern era), the whole-business securitization (WBS) structure with $2.75B outstanding at 3.79% weighted-average and the "roll the WBS" Option B that preserves ~$62M/year of below-market financing vs. full-refinance, the 5-bucket sources & uses at the $14 base case (equity, working capital, debt costs, Trian side, special committee) with the $10M MFW increment identified and the $2,064M total equity check the consortium must assemble, and the competing-bidder analysis including Roark Capital as the highest-probability alternative. Live-market case: will be updated as the transaction develops. Author does not own WEN stock.

The largest US wholesale mortgage originator absorbs a $603M Two-Harbors-related hedging loss, takes distressed-adjacent capital from Oaktree at 10% cash / 13% PIK with escalating redemption premiums and 330M warrants, freezes a $641M annual dividend and Ishbia family distribution stream, and trades at $1.51. Institute reads the entry as a perpetual call option premium with no expiration date.

A practitioner case study on UWM Holdings Corporation (NYSE: UWMC) built from the Q2 2026 10-Q, the August 5 press release, and the August 2026 investor deck. Walks the $603M Q2 hedging loss officially framed as Two Harbors deal-related hedge exposure, the 10% cash / 13% PIK Series A-1 Preferred Oaktree structure with 165M warrants each at $2 and $6 strikes and a redemption premium schedule ratcheting from 10% Year 1 to 60% Year 6 plus 10% per subsequent year, the $400M rights offering backstopped by Oaktree and Ishbia at a $2.00 floor (above the current $1.51 market), the concurrent suspension of the $641M annual dividend and Holdings LLC distribution stream, the Ishbia family cash-extraction pattern that made the distribution suspension so material, pre-and-post capital structure tables with intermediate adjustment columns, twelve enumerated downside risks, five probability-weighted scenarios, and the Institute's Merton-based perpetual call option framing for entry at these levels. Author ownership disclosed: Philip A. Baratelli purchased UWMC common at $1.54 on August 12, 2026 and is a long holder. Not investment advice.

A Jacksonville founder buys his way to top-six US homebuilder — and the same founder just agreed to buy the MLB Tampa Bay Rays. The Institute’s initial editorial read is live; full memo + model + deck land this Friday.

A practitioner analysis of the August 7, 2026 agreement by Dream Finders Homes (NYSE: DFH) to acquire Beazer Homes USA (NYSE: BZH) for $33.50 in cash per BZH share, an aggregate $915 million equity purchase price, and an enterprise value of $2.2 billion including assumed debt. The offer sequence walks Feb private approach → May 12 public $25.75 (BZH unaffected at $18.77) → July 8 bump to $32.00 → Aug 7 agreement at $33.50 — a 78% premium to the disclosed baseline but only ~4.7% over the July 8 bump. Beazer CEO Allan Merrill’s tell: “a significant and certain cash return in an uncertain market.” Founder-CEO Patrick Zalupski — who separately leads the ownership group that agreed to acquire the MLB Tampa Bay Rays — is deploying the balance sheet at what he reads as the cyclical low. Combined company operates ~520 active communities across 26 markets in the Southeast, Mid-Atlantic, Texas, West, and Midwest. Stated aspiration: top-5 national homebuilder. This deal-live landing page publishes on announcement day. The full memo (~40 pp), three-statement Excel model (pro-forma leverage, PPA walk, synergies), and practitioner deck (~22 slides) land at this same URL Friday. Not investment advice.

$37 billion of hidden value — and the ‘If We Ran Berkshire’ buy-it-all case.

The natural-gas leg of the Jones family office — where the Cowboys case connects to the Institute's Corporate Acquisitions library.

The Institute's first non-NFL sports case — opening the NBA vertical with the wealthiest single-owner in professional sports.

Almost no sports portfolio has two arm’s-length prices. MLSE has two, struck twenty-two months apart, by the same buyer — and they do not agree.

Rogers Communications acquired BCE Inc.’s 37.5% of Maple Leaf Sports & Entertainment for CA$4.7 billion — agreed September 18, 2024 per BCE’s filed Form 6-K exhibit, closed effective July 1, 2025 — then on July 6, 2026 agreed to buy Kilmer Sports Inc.’s remaining 25% for CA$4.35 billion, taking it to 100% subject to league approvals. Grossed up pro rata those prices imply C$12.533B and C$17.400B for the whole company, a 38.8% step-up per ownership point. The Institute’s reading is that 38.8% is an upper bound on franchise appreciation and not a measurement of it, for four reasons the page works through in full: the 2024 leg carried a twenty-year TSN content-rights grant back to Bell Media as non-cash consideration while the 2026 leg is cash only; the interval between the two prices is twenty-two months rather than the twelve implied by using the closing date; the second leg was the exercise of a call option with a multiple-appraisal fallback rather than an open-market sale; and the minority stake priced higher per ownership point than the stake that conveyed control, inverting the textbook premium. Forbes and Sportico marks are printed beside the transaction prices with their own measurement dates rather than substituted for them, which leaves a residual of roughly US$1.7–2.0 billion over the published franchise marks — the Argonauts, which neither provider values; Scotiabank Arena, which is owned rather than leased; the Toronto real-estate position; two development clubs; and strategic control to a buyer that also holds the NHL’s Canadian national media rights through 2037–38. Not investment advice.

The Institute's second NBA case — the archetypal PE-founder-into-sports-ownership pattern, with a naming-rights deal that shows up on two Institute case-study ledgers.

A cash appropriation and a value-capture pledge are not the same instrument — and the difference is most of the headline reduction.

The Institute's first MLB case — the closest MLB analog to the Packers audited-anchor role.

Danaher is the exemplar of one of four legitimate compounder archetypes: the operating-system compounder. Understanding that archetype is worth thirty pages of memo.

This is a practitioner primer, not a valuation call. An informational overview of Danaher's structure (three segments, ~$185B mkt cap, ~$24B FY25 revenue), operating system (DBS — the Danaher Business System, with printable practitioner templates), leadership arc (Steve and Mitchell Rales founding 1984, Larry Culp scaling 2001-2014, Culp at GE 2018-present as the largest-scale DBS test), and place in the compounder taxonomy. Danaher is the exemplar of one specific archetype — the codified operating-system compounder — among four legitimate archetypes: Berkshire (owner-discretion), Constellation (permanent-capital VMS), LVMH (brand-portfolio), Danaher (operating-system). The 11-section memo walks Danaher today, the Rales origin, the Rales philosophy, DBS with seven printable practitioner checklists (VVC, PIT, Kaizen, Gemba, 5 Whys, X-matrix, GM readiness), DBS vs Six Sigma vs Toyota Production System, Larry Culp at Danaher, Larry Culp at GE (the three-way split), the three Danaher spinoffs (Fortive 2016, Envista 2019, Veralto 2023), the Rales family-office estate architecture, and the four-archetype compounder taxonomy. Free case memo, 20-tab financial model, 8-tab DBS practitioner toolkit, deck, and combined print edition. Not investment advice.

Berkshire owns ~19% of PAG. Roger Penske is 89. The architecture is already in place for one plausible succession outcome to become the natural resolution — not a forecast, an architecture map.

A practitioner analysis of Penske Automotive Group. Berkshire Hathaway owns approximately 19% of PAG, built patiently over more than a decade, and has received approximately $400 million in cumulative dividends since 2015. Roger Penske is 89. The memo works across three entities — PAG (public consolidator), Penske Corporation (private family control block), and PTS (the Mitsui joint venture housing truck leasing and logistics) — and four succession outcomes. The post-Mitsui sum-of-the-parts equity value builds to approximately $12.6 billion; a strategic sale to Berkshire would require ~$10.2 billion of fresh capital, net of the 19% already held at cost. The 106-page combined edition includes the 59-page case memo, the 26-slide practitioner deck, and the 18-tab financial model. Section 8 — the estate framework — works through seven distinct planning mechanisms with IRC citations (§6166 installment election, §303 partial redemption, IDGT sales, GRATs, charitable lead trusts, life-insurance-funded liquidity, and Pennsylvania-domicile considerations). Section 10 walks the Berkshire-declines counter-case in the same voice as the primary thesis. Not investment advice.

The largest sponsor take-private of a European short-haul LCC ever announced. Bid at a moment of margin compression, not peak strength.

A practitioner analysis of the 10 July 2026 Rule 2.4 possible offer from Apollo Management X, L.P. for easyJet plc at £7.15 per share, valuing the fully diluted ordinary share capital at approximately £5.7 billion. The Apollo proposal displaces a Castlelake, L.P. proposal at £6.90 submitted six days earlier. The Board is "no longer minded to recommend" Castlelake and "would be minded to recommend" Apollo subject to firm Rule 2.7. Consideration includes a Stub Equity Alternative with voting rights. Committed equity from Apollo Funds; Barclays "highly confident letter" for debt. Apollo has until 5:00 PM on 7 August 2026 to firm up or walk. This memo walks the fully diluted share count (794.8M), premium analysis (81% headline / 22% to 4-yr high / 3.6% topper), balance-sheet bridge to enterprise value on both traditional and lease-adjusted bases, latest financials across three data layers (FY25 audited peak £665M PBT, H1 FY26 £164M YoY deterioration, Q3 FY26 £286M in-line), Apollo\'s four strategic levers, illustrative sources and uses, sponsor return sensitivities (2.5x MOIC / 20% IRR base at 75% ambition landing and 5.0x exit), EU regulatory path including the unaddressed EU airline ownership rule (Reg. 1008/2008), Stub Equity Alternative structural analysis, comparable European airline take-privates, six downside risks, and the Baratelli view. Companion Excel model (12 tabs) and 21-slide practitioner deck download from the memo page. Not investment advice.

The reference case for defensible sponsor-led dividend recapitalizations at €5B+ scale — and the strongest single-document practitioner reference on this transaction anywhere on the public internet.

A practitioner analysis of the September 2024 Belron / Safelite dividend recapitalization — the largest sponsor-controlled dividend recap on record. The consortium (D'Ieteren ~50%, CD&R ~15%, Hellman & Friedman ~15%, GIC ~10%, BlackRock ~10%) raised approximately €8.1 billion of new leveraged loans and high-yield bonds, distributed roughly €4.4 billion as an extraordinary dividend strictly pro-rata by ownership, and used the ~€3.7 billion balance to refinance existing debt. Post-recap net leverage moved from ~2.5-3.0x to ~5.5-5.8x. S&P and Moody's retained single-B family ratings on negative outlook. The memo walks the transaction across seven questions with 15+ tables: mechanics on one page, the balance-sheet walk (Part A) and income-statement walk (Part B) line by line, the tax characterization for each sponsor category (including the D'Ieteren Belgian participation-exemption architecture, an E&P worked example with Rev. Rul. 74-164 tier ordering, and the sponsor basis buildup), the debt-stack maturity ladder and the 2031-2032 refi wall, the modern recap-canon comparables set (Domino's, Getty, Clarios, First Data), and the first full year of post-recap operating results — FY2025 sales up 7.1% CFX, adjusted EBITDA €1.85B, pro-forma leverage compressed to ~4.1x on the full year and ~3.7-3.9x on the Q4 exit run-rate. The recap thesis is now validated by operating data inside the same document that argues the thesis. Not investment advice.

The world's most expensive family succession, walked end-to-end — and the reference structure for multi-generational family control in a 60% marginal-rate jurisdiction.

A practitioner analysis of Samsung Electronics and the Lee family. FY2025 revenue KRW 333.6 trillion (~$255 billion), operating profit KRW 43.6 trillion, Q4 2025 all-time-high consolidated quarterly records driven by the Device Solutions memory business (HBM3E and DDR5 pricing into hyperscaler AI workloads). Samsung Electronics is ~40% of the KOSPI and Samsung Group is ~30% of Korean exports — systemically important in a way no Western company approaches. In parallel, the Lee family completed payment of the KRW 12 trillion (~$8-11 billion) inheritance-tax settlement on Lee Kun-hee's KRW 26 trillion estate in May 2026 — the largest inheritance tax event in world history — and Chairman Lee Jae-yong's stakes in Samsung Electronics, Samsung C&T, and Samsung Life Insurance all increased during the six-year payment period. Case walks the KRW 12T event, the six-year installment plan, the KRW 3 trillion art collection donation to the Korean state under Article 88-2, the 2015 Samsung C&T + Cheil Industries merger, the chaebol cross-shareholding structure, Samsung Life Insurance as the structural keystone (the Korean parallel to Financière Agache in the LVMH architecture), Chairman Lee's 2016-2022 legal history and the August 2022 presidential pardon (neutral factual record), the Samsung Foundations, and the bear cases. Not investment advice.

The single most successful family-controlled global champion of the modern era — and the reference structure for practitioner-grade multi-generational family-office design.

A practitioner analysis of LVMH Moet Hennessy Louis Vuitton. Six operating groups, seventy-five maisons, roughly EUR 87B revenue 2024, with Fashion & Leather Goods (~54%) dominant. But the case’s central practitioner argument is that the real estate is buried — the prime-street retail footprint (Champs-Elysees to 5th Avenue to Ginza to Nanjing Road), the Cheval Blanc + Belmond + Bulgari hospitality portfolio, and the DFS airport concessions all sit at book cost inside the operating segments. Illustrative real-estate uplift ~EUR 15-25B above book. Bernard Arnault (77) controls the empire through Financiere Agache in Belgium; the 2022 shareholder vote raised the CEO mandatory retirement age from 75 to 80. Five children from two marriages already seated at Christian Dior (Delphine), Berluti + Christian Dior SE Chairman (Antoine), Tiffany EVP (Alexandre), LVMH Watches CEO (Frederic), and Louis Vuitton Watches (Jean). Includes full Tiffany transaction history (Nov 2019 announcement, Delaware Chancery litigation, Oct 2020 re-cut at $131.50, Jan 2021 close, December 2024 fire at 727 Fifth Avenue), the Nicolas Puech shares scandal at Hermes with the LVMH stealth-accumulation thread, and detailed acquisition record 1984-2024. Not investment advice.

The opportunity to acquire one of only two players in a genuine two-sided-network-effect duopoly — the specific rare event Berkshire waits decades for.

A practitioner analysis of a hypothetical Berkshire acquisition of Copart, Inc. Owner earnings capitalized at 20× produce a ~$30B intrinsic anchor; the sum-of-the-parts (owner earnings + real estate at market + cash and Treasuries) produces a ~$38B central against a $27.8B market cap. Zero long-term debt; 18.6× TTM P/E on $1.61 EPS. Duopoly scarcity — Moody's / S&P and Coca-Cola / Pepsi are the moat analogs. BNSF (2010, ~$44B) and Precision Castparts (2016, ~$37B) are the acquirer precedents. Founder Willis Johnson (79) and returning CEO Jay Adair (son-in-law) supply the family-succession configuration Berkshire has repeatedly paid up for. Two drivers: GEICO integration margin capture (~$135M/year) and international consolidation at Berkshire capital cost (~$110M/year mature) — +$245M annual value creation vs. baseline. Recommended Scenario B at 1.15× (~$32B EV). Not a rumor. Not investment advice.

A wide-moat cash machine at a rational ~29x — the discipline that bought the railroads, pointed at tech.

Berkshire’s first-ever Google position surfaced quietly — ~17.85M shares (~$4.3B) in the Q3 2025 13F — then, in Greg Abel’s debut quarter as CEO, Berkshire roughly tripled it to ~58M shares for a ~$15.4B cost basis (~$16.6B market value), funded in the same window it was trimming Apple. Pro forma for the separate $10B June 2026 placement, total committed capital is ~$25.4B — a top-five-caliber holding. The read: a fair, middle-of-the-pack valuation (~29x earnings, below Apple/Amazon/Nvidia despite faster growth) — not distress, not euphoria. The break from pattern is the sector; the discipline is textbook. Full package — case study, IC memo, 3-statement model, and deck — free below.

Not a wide-moat compounder bought cheap — a contrarian re-entry into a transformed industry.

In April 2020 Buffett sold Berkshire’s entire airline book — Delta, United, American, Southwest — at a loss and called it “a mistake.” In Greg Abel’s first quarter as CEO, Berkshire bought back in: a brand-new ~$2.65B, 6.1% stake in Delta, its 14th-largest holding, filed as a passive 13G. The read: a consolidated airline sector now throws off real free cash flow, and Delta — its best operator — is deleveraging while it does. The Q1 net loss that might scare you is a non-operating accounting artifact; read the financials, not the headline. Full package — case study, IC memo, 3-statement model, and deck — free below.

Own it, don’t add — a permanent compounder at ~26x, and a transfer-pricing tax fight that is a managed tail risk, not a thesis-breaker.

Berkshire has owned Coca-Cola since 1988 and has not sold a share in 37 years; a fixed 400M-share stake has drifted to ~9.3% of the company purely through buybacks, and the ~$1.3B cost basis throws off ~$816M a year in dividends — a yield-on-cost north of 60%. The read: a wide-moat permanent holding fairly priced at ~26x, where the right action is to hold, not add. The teaching core is the IRS transfer-pricing dispute buried in the filings — a ~$14B exposure across 2010–2025, a $520M reserve, an effective-tax-rate effect of ~3.5 points, and a 3M v. Commissioner appeal that swings the odds. We quantify it as a managed tail risk and use it to teach how to read a tax footnote. Full package — case study, IC memo, 3-statement model, and deck — free below.