_{THE NEXT DOT-COM CYCLE}

The Three IPOs of the Apocalypse?

SpaceX — $1.75 trillion, listing Thursday
The company that makes rockets is raising $75 billion in the largest IPO in history, more than double Saudi Aramco’s record from 2019. Up to 30% goes to retail investors, which is three times the industry standard and will generate more SpaceX hype content than you thought was humanly possible.

2025: $18.67 billion in revenue, $4.94 billion net loss, $41.3 billion accumulated deficit. Starlink is the real business: $11.4 billion in revenue, 63% EBITDA margins, 50% growth. Everything else: xAI, Starship, orbital compute, eventually Mars, is optionality. At $1.75 trillion you’re paying full price for Starlink and a very large premium for Elon’s ambitions. Whether that’s a good deal is a question for your investment committee.

Musk controls 42% of equity and 79% of votes, but don’t worry the remaining votes will be held by whoever Reddit nominates.

Anthropic — $1+ trillion, filed Monday
Anthropic filed confidential IPO paperwork on Monday, jumping ahead of OpenAI. It raised $65 billion at a $965 billion valuation just last week, making it the most valuable private AI company in the world and passing OpenAI for the first time.

Revenue run rate: $47 billion annualized, up from $10 billion twelve months ago. This is driven by Claude Code, which one unnamed firm reportedly spent $500 million on in a single month. Burn rate projected to fall to 9% of revenue in 2027. First profitable quarter expected Q2 2026, which is this quarter.

The Pentagon has designated Anthropic a supply chain risk after CEO Dario Amodei refused to give the military unrestricted access to its models. The dispute is working through two federal courts. For a company trying to IPO, pissing off the current administration is a bold move.

OpenAI — $852 billion (current), filing imminent
Still preparing its prospectus, ouch.

OpenAI is targeting a September listing with its revenue run rate at ~$24-25 billion. Projected to lose $17 billion in 2026. Not expected to reach positive cash flow before 2029-2030, by which point Anthropic will have been profitable for two years and will have sent Altman a very polite note about it.

CFO Sarah Friar has reportedly cautioned the company may not be ready for a 2026 listing. Sam Altman has been less cautious about timelines than his CFOs for the entirety of his professional career, which should tell you something.

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_{INDEX FUND EXTRAVAGANZA}

But Mom, What About My 401(k)?

For those of us who know that a 401(k) is a retirement plan and not the race the worst VP you know is trying to run, how these companies will play into index funds matters.

Index funds account for roughly 20% of the total US stock market holdings and ~62% of US households own index funds, so figuring out if these stocks that may or may not be overvalued are going to be dumped onto your lap in a few months is kind of an important question.

Starting with the big one - the S&P 500 dropped a definitive no.

S&P Dow Jones Indices confirmed today it will not change its eligibility rules for any of the three.

To join the S&P 500, a company still needs 12 months of public trading, GAAP profitability in the most recent quarter and the preceding four, and a free float above 10%.

S&P’s statement: “exceptions to the financial viability, seasoning, and investable weight factor requirements should not be granted solely based on market capitalization.”

S&P really told Elon that size doesn’t actually matter.

The consequence is obvious: none of the $11.8 trillion in S&P 500 passive assets is forced to buy any of these companies for at least a year.

Bloomberg Intelligence estimated fast inclusion would have generated $14 billion in forced buying for SpaceX, $8 billion for OpenAI, and $4.6 billion for Anthropic. That demand has been deferred, not eliminated. Every passive S&P 500 investor got an accidental reprieve, unless they own QQQ.

The Nasdaq-100, on the other hand, said a very enthusiastic yes.

Nasdaq changed its rules in May. Any company in the top 40 by market cap can enter the Nasdaq-100 after just 15 trading days post-listing, with the prior free float requirement eliminated entirely.

SpaceX lists June 12. Fifteen trading days later is approximately July 7, which is when QQQ, QQQM, and the $1.4 trillion in Nasdaq-100 passive assets are mechanically forced to buy.

Here’s the problem. SpaceX’s float at IPO is only 3-5% of total shares, roughly $52-88 billion of stock actually tradeable in the market. But under the new Nasdaq methodology, a company with less than 20% free float is weighted at up to three times its actual float, capped at 15% of the index.

That means SpaceX could be weighted at 9-15% of the Nasdaq-100 despite having a float worth $88 billion at most, once again - mostly managed by Reddit.

QQQ alone manages $400 billion. The total Nasdaq-100 ecosystem is over $1.4 trillion. You are forcing hundreds of billions in passive buying into an $88 billion float. On day 15. With essentially no price discovery.

The closest analogue is Tesla’s S&P 500 inclusion in December 2020. Tesla ran 70% in the month before the inclusion date, then gave most of it back once the passive flow exhausted. SpaceX has a much smaller float and a much faster inclusion window. The front-run-and-exhaust pattern could be significantly more violent.

Add SpaceX, OpenAI, and Anthropic to the Nasdaq-100 at target valuations. You’re adding roughly $3.57 trillion into an index worth $28-29 trillion — a 12% increase in total index market cap.

Three companies that combined are set to lose more than $25 billion in 2025.

Current Nasdaq-100 top 10: accounts for 47.45% of the index. Post-inclusion, that concentration figure almost certainly rises. Three unprofitable companies could represent 10-15% of the index your retirement account tracks.

The passive investing revolution was supposed to protect ordinary investors from speculative concentration. Nasdaq just decided that for the biggest companies, those protections don’t apply.

The S&P 500 held the line this morning. The Nasdaq did not.

If you hold QQQ or QQQM, you are about to own significant positions in SpaceX, OpenAI, and Anthropic. Not because you chose to. Because Nasdaq changed its rules.

_{THE AI IPO RACE}

Anthropic Claims its Next Victim

After dismantling the entire SaaS industry in a matter of hours, Anthropic just claimed its next victim - OpenAI.

This shouldn’t come as a total surprise. I assume most of you reading use Claude at work - don’t lie - and not ChatGPT (and certainly not copilot). It appears that investors are finally seeing that too. Whether or not they are too late remains to be seen.

Since people have cared about the AI race, OpenAI has been the clear leader in terms of valuation. Until last week when Anthropic announced a $65 billion Series H at a $965 billion valuation, led by Altimeter, Dragoneer, Greenoaks, and Sequoia. The company also released Claude Opus 4.8 the same day.

For the first time, Anthropic is worth more than OpenAI. OpenAI’s last confirmed valuation was $852 billion, set when its $122 billion round closed in March. The gap is $113 billion. Both numbers are probably stale already but that’s life in the private markets.

Twelve months ago, OpenAI was at roughly $10 billion in annual revenue and Anthropic was at $1 billion. The idea that Anthropic would catch OpenAI seemed like something you told your IC to justify your outrageous mark to market.

OpenAI ended 2025 at $13 billion in actual annual revenue, reached a $24 billion run rate by late March 2026, and is now generating approximately $2 billion per month. That is one of the fastest revenue ramps in the history of enterprise software. It is also, it turns out, not fast enough.

Anthropic ended 2025 at $9 billion in annualized run rate. By February it was at $14 billion. March, $19 billion. April, $30 billion. This week: $47 billion. The company went from $10 billion in annual revenue to a $47 billion run rate in approximately twelve months. Dario Amodei told investors the growth felt “too hard to handle.” Normal numbers would return soon, he predicted. They have not. Dario is doing fine.

The driver is Claude Code, the AI coding assistant that has quietly become the product every engineering team’s budget is being routed toward. One firm reportedly spent over $500 million on Claude in a single month. We don’t know which firm. We do know their CFO had questions.

Revenue is an exciting number, but let’s not kid ourselves that either of these companies actually earn a profit. Burn rate is the number that really matters. After all, how long can $100 billion last? Longer than you with your Hinge date, hopefully.

OpenAI is projected to lose $17 billion in 2026. Its burn rate stays at 57% of revenue through 2027. The company has committed approximately $1 trillion to infrastructure over the next several years, because Sam Altman’s view is that the risk of underinvesting in compute is greater than the risk of overinvesting. He may be right, and he is certainly spending as though he is.

Anthropic’s burn rate should fall to one-third of revenue in 2026 and 9% by 2027. The company projects positive cash flow by 2028. OpenAI projects positive cash flow by 2029 at the earliest, by which point Anthropic should have been profitable for a year and will have sent Altman a very polite note about it.

This purely comes down to business strategy. Anthropic is an enterprise company with consumer products. OpenAI is a consumer company building enterprise products. 80% of Anthropic’s revenue comes from businesses. OpenAI has 900 million weekly active users, roughly 5% of whom pay anything at all. Serving 895 million free users is very expensive. It is also, arguably, an extraordinary distribution advantage. The two companies have made genuinely different bets and both are, for now, winning in their respective fields.

Anthropic is also deliberately not building image generation, video, or the other compute-hungry modalities that eat margin without clear enterprise ROI. This is either disciplined strategy or the AI equivalent of not getting a gym membership so you don’t have to pay for one. The revenue trajectory suggests the former.

It’s not all sunshine and computer generated rainbows for Anthropic though. Anthropic is fighting a Pentagon designation as a supply chain risk, the result of CEO Dario Amodei refusing to grant the military unrestricted access to its models. Defense Secretary Pete Hegseth made the designation in February after a public clash with Amodei. The dispute is working through two federal courts.

This is not ideal timing for a company trying to IPO.

OpenAI does not have this problem, partly because its relationship with the government is warmer and partly because nobody has tried to designate it a security risk yet.

Both are targeting a listing this year. Anthropic confidentially submitted its draft S-1 to the SEC yesterday, while OpenAI filed its own confidentially after beating Elon in court. The question now: who hits the market first?

The company that files first sets the narrative. The company that files second gets compared to it for the rest of the roadshow. Both could be doing this in the same quarter as SpaceX.

If Anthropic really is better than OpenAI financially, then going second could make answering roadshow questions easier and going first would make OpenAI’s roadshow brutal, so either way it may be a net win for Anthropic.

Q4 2026 is going to be a good quarter to be an ECM MD. A less good quarter to be an ECM analyst.

_{PRESENTED BY WALL STREET PREP}

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_{INTERNATIONAL DEAL OF THE MONTH}

DoorDash Goes International

Uber wants to buy Delivery Hero. It just doesn’t want to say so in writing.

Here is what has actually happened this week. Uber now holds a 36.83% economic stake in the Berlin-based food delivery company. Its voting rights are capped at 24.99%. German law requires any acquirer that crosses 30% of voting rights to make a mandatory cash offer to all shareholders.

Uber has deliberately structured its position to sit just below that threshold, owning more than a third of the company economically while keeping enough of the stake in instruments and derivatives to avoid triggering the mandatory bid.

This is not an accident. This is a very well-compensated German law firm earning its fee.

The timeline is worth understanding. A few weeks ago, Uber held roughly 7% of Delivery Hero. It quietly built to ~19.5% through open market purchases, becoming the company’s largest shareholder. The following weekend, Bloomberg reported Uber was exploring a full takeover.

Uber’s own shares fell 1.6% on that news, because markets were not thrilled about Dara Khosrowshahi paying $11.6 billion for a money-losing German food delivery company. With SpaceX getting ready to IPO at almost $2 trillion, money losing is irrelevant at this point.

Delivery Hero then confirmed it had received a formal offer from Uber at €33 per share, a price with literally zero premium to the prevailing share price. Uber offered to buy a company for exactly what it was already worth, apparently on the theory that the owners might not notice, but of course, they did.

Several institutional investors made clear they wouldn’t engage below €40 per share. Delivery Hero’s stock promptly traded up to a 52-week high of €39.79. The market had opinions.

Then on May 27, Uber bought Aspex Management’s stake at just under €40 per share, paying 21% more than its own public offer, in the secondary market, on the same day it was officially bidding €33. Uber’s public offer: €33. Uber’s actual transaction price: €40.

This is unusual. Most acquirers at least wait a few days before paying their own target price while publicly offering less.

The internal ceiling Uber has reportedly shared with advisors is €38. It has already paid €40 once. Nobody on Delivery Hero’s shareholder register is confused about where this settles.

Delivery Hero operates in 70+ markets (Middle East, Asia, Europe) under brands including Talabat, foodpanda, and Hunger Station. In most of those markets, Uber Eats either doesn’t exist or is losing. DoorDash has been expanding internationally and is circling the same assets.

If Uber doesn’t buy Delivery Hero, DoorDash might. And if DoorDash buys Delivery Hero, Uber’s international food delivery business gets substantially more complicated.

Prosus, a Dutch tech investment firm, has been ordered by the EU to reduce its Delivery Hero stake below 10%, which means a large block of shares is coming to market. Uber can buy that block and strengthen its position. So can DoorDash. Whoever moves faster controls the process. But it’s also European summer, so fast means by September.

Delivery Hero CEO Niklas Östberg is stepping down in Q1 2027 following pressure from major shareholders for a strategic review. A company in strategic review with a 36.83% anchor shareholder and a departing CEO has, functionally, already started a sale process and identified its own synergies.

The question is what the price is. The current answer from Delivery Hero shareholders: at least €40.

_{NEWS ROUNDUP}

Top Reads

• Likelihood of a SpaceX / Cursor acquisition

• Most Anticipated IPOs of 2026

• Dell Wins ~$10 Billion Government Contract

• Inflation at Highest Level in Years as Warsh Steps In

• Jamie Dimon Leans in On AI

_{NEWS ROUNDUP}

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_{DEAL OF THE MONTH}

The Largest IPO Ever

Listen, when the biggest IPO of all time hits the tape, you take a second and read the prospectus. It’s 300 pages with a decent amount of SEC nonsense and literally every bank other than Jefferies is on the cover, but it’s the first glimpse us normal people get behind the curtain of SpaceX.

SpaceX was founded in 2002, two years before Meta (which was then still the Facebook), a year before Tesla, three years before YouTube, and just two years after ICE (the company that owns the NYSE).

This means SpaceX has stayed private for almost 24 years. That’s longer than my analyst has been alive, but somehow still shorter than the number of years my intern has known he has wanted to be a banker for.

Before we dive into the details, this IPO could push Elon to become the world’s first trillionaire. This would make his net worth larger than the market cap of all but 10 public companies in the US and roughly equal to the market cap of Berkshire Hathaway.

Given 1 trillion feels like a made up number, here is some simple math for you to understand scale. 1 million seconds is about 12 days, 1 billion seconds is about 32 years, and 1 trillion seconds is 318 centuries.

Say what you will about Elon, but the man has realized the American dream and then some. Hats off to him no matter how this shakes out. Btw - if your family office needs a meme guy or a newsletter writer, the OWS team can start tomorrow.

Preamble aside, let’s dive into the biggest IPO in history.

Part I: The Prospectus Menace

Before we get into the numbers, you need to understand what you’re buying, because the S-1 does something that will confuse a lot of people.

SpaceX did not just file an IPO for a rocket company. It filed for a rocket company, a satellite internet business, an AI lab, and a social media platform, all rolled into one filing, all retroactively presented as if they’ve always been one company. I assure you, they have not.

The filing has been recast to include xAI (formally acquired February 2026) and X, the social media platform formerly known as Twitter (absorbed by xAI in March 2025).

Because Elon owned all of them, the accountants treat it as one entity across all historical periods, something I am sure they did not do in draft 1 which caused some headaches.

This means the 2024 and 2023 “SpaceX” numbers you see in the prospectus already include xAI and X, even for years when SpaceX didn’t own either.

The three segments are Space (rockets, Starship, NASA, defense), Connectivity (Starlink), and AI (xAI, Grok, X).

Every headline about SpaceX’s losses is a headline about the AI segment. What, you don’t use Grok? When you strip that out, the rocket and Starlink business looks very different. So just keep that in mind as we go forward.

Part II continues below…

_{PRESENTED BY TOLTIQ}

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Part II: Attack of the AI

The 2025 figures are astonishing. Revenue of $18.67 billion translating into Adj. EBITDA of $6.6 billion and a net loss of $4.9 billion with CapEx of $20.7 billion

The accumulated deficit as of March 31, 2026 is $41.3 billion, which is more than the combined accumulated losses of Uber, Airbnb, Rivian, and Didi at the time of their respective IPOs.

So you are probably asking - why on earth is a company that lost $4.9 billion worth over $1 trillion? Well, the answer is because Elon lives on Mars, obviously.

Assuming you are asking that question, which is fair, I would argue you have to dive a little deeper. Don’t ask why it’s worth $1 trillion, ask why it is losing so much money. The answer will harken back to what I mentioned earlier - SpaceX isn’t just rocket ships and satellites.

Part III: Revenge of the Profit

Starlink generated $11.4 billion in 2025 revenue, which was 61% of the entire company, with $4.42 billion in operating income and an adjusted EBITDA margin of about 63%.

That’s right - a satellite internet business that didn’t commercially exist before 2020 is now generating over four billion dollars in operating income with 63% EBITDA margins, still growing at 50% year on year.

Starlink ended 2025 with roughly 9.2 million subscribers across more than 9,500 satellites. In Q1 2026 alone it did $3.26 billion in revenue and $1.19 billion in operating income.

Now here’s where it gets interesting. The 9.2 million subscribers are mostly residential consumers paying somewhere between $120–$250 a month. That’s the established base. The growth story is in the segments where Starlink charges dramatically more.

Maritime customers pay roughly $34,000 per user per year. Aviation customers pay roughly $300,000 per user per year. Both segments have less than 1% market penetration today. If you were trying to find a market with room to run, you just found it.

The next phase of Starlink is V3 satellites, each carrying one terabit per second of downlink capacity, a generational jump from the current fleet. The S-1 confirms V3 deployment on Starship begins in the second half of 2026. This is why Starship matters to the Connectivity story. The two are not separate bets. One is the truck that delivers the other.

One real risk: average revenue per subscriber is declining as Starlink expands internationally and into lower-income markets. The path to $20 billion in Connectivity revenue requires high-ARPU enterprise and government segments to grow faster than consumer ARPU is falling.

Part IV: A Long-Term Hope

The launch business did $4.07 billion in 2025 revenue on a $657 million operating loss, driven almost entirely by Starship R&D.

SpaceX completed 165 orbital launches in 2025 (its sixth consecutive annual record) with 100% payload delivery success on Falcon 9. Since founding: roughly 7,400 metric tons to orbit, 99%+ mission success rate, 650+ orbital launches, more than 540 on flight-proven reused rockets.

Launch revenue growth has slowed. Volumes and prices were roughly flat between 2024 and 2025. SpaceX holds about 85% of the U.S. orbital launch market. There is not a lot of share left to take. The growth lever here is Starship, which is the million pound gorilla in this entire prospectus.

Starship consumed $3 billion in R&D in 2025 and $930 million in Q1 2026 alone. The filing says Starship is designed to reduce the cost of reaching orbit by 99% or more versus the historical average. SpaceX is launching Starship V3 the day after I am writing this, but if it works, that is the best-timed product demo in IPO history. If it doesn’t, the risk factors on page 26 are going to age very badly.

Starship delays are listed at the very top of the S-1’s 36 pages of risk factors: if Starship doesn’t achieve commercial scale, Starlink V3 slips, orbital AI compute doesn’t happen, the Artemis lunar contract is at risk, and the launch economics story stalls. The upper half of the $1.75 trillion valuation has Starship as load-bearing infrastructure.

Part V: Grok Strikes Back

xAI plus X generated $3.2 billion in 2025 revenue and an operating loss of approximately $6.4 billion. That means that xAI spent 3x its revenue in one year. I mean, no wonder Elon had to merge it in with SpaceX…that is not a viable operating model.

Most of that $3.2 billion in revenue comes from X’s advertising business, not from Grok.

The actual AI product — Grok — grew revenue about 22% in 2025. For context, Anthropic grew over 1,000% in the same period. OpenAI grew roughly 300%. But yea, we knew that the only reason anyone used Grok was for NSFW reasons or because they wanted to be on the IPO.

The segment is burning approximately $14 billion annually in cash. The math is almost exact: every dollar Starlink earns in operating profit gets consumed by the AI segment.

The prospectus also discloses that SpaceX faces litigation from the absorption of xAI and X that will likely cost $530 million. Good thing xAI generates enough profit to absorb that.

The AI bull case is not Grok subscriptions. It is orbital compute. SpaceX is already shifting some launch capacity from Starlink toward transporting AI servers into orbit.

The thesis is that reusable rockets make space-based AI infrastructure economically viable for the first time. The S-1 claims a total addressable market of $28.5 trillion, of which $26.5 trillion is AI, including $22.7 trillion in enterprise applications. I mean sure, and the TAM for my newsletter is $30 trillion. Don’t ask how I got there.

Part VI: Return of the Valuation

SpaceX is targeting $1.75 trillion on a raise of $70–75 billion, the largest IPO in history by a very wide margin. Saudi Aramco raised $35.4 billion in 2019. SpaceX is trying to raise double that.

At $1.75 trillion against $18.67 billion in 2025 revenue, you’re at roughly 94x trailing sales. Against $6.58 billion in Adjusted EBITDA, you’re at roughly 266x. I simply report the news and cannot give investment advice but just to be clear those numbers are…high.

The honest valuation framework looks something like this. Starlink alone, using satellite broadband comps with a growth premium, is defensibly worth somewhere around $500–700 billion. The launch business adds a meaningful chunk on top. PitchBook puts the total fair-value range at $1.1–1.7 trillion. Morningstar called $1.5 trillion “expensive and risky, but not irrational.”

This means somewhere between $500 billion and $1 trillion of the $1.75 trillion target rests on Starship reaching commercial scale, xAI generating real AI revenue, and orbital compute working as described. These are things that do not yet exist as revenue lines in the filing.

The share price range hasn’t been set yet. It appears in the amended prospectus before June 4. What we do know: SpaceX did a 5-for-1 stock split on May 4, and is reserving up to 30% of shares for retail investors, about 3x the industry standard. That’s a very smart way to build a million loyal shareholders who are going to tell all their friends about it. Diamond hands coming back?

Part VII: Elon Awakens

Naturally, Elon isn’t just going to hand his pride and joy over to a bunch of Reddit apes…sorry, investors…without retaining some control.

Class A shares with one vote per share are being offered as part of the IPO. The Class B shares - which Musk holds - have 10 votes per share and the Class B shareholders elect a majority of the board. So Musk owns 42% of the equity but has 79% of the votes.

The S-1 on this: “Mr. Musk will control the voting power over the selection of our board. As a result, Mr. Musk will have the power to control the outcome of matters requiring shareholder approval, including election of all our directors.”

SpaceX intends to rely on “controlled company” exemptions from Nasdaq’s governance requirements; no requirement for a majority-independent board, no requirement for a fully independent comp or nominating committee.

You’re buying an economic stake in a company where the governance outcome of every shareholder vote has already been decided. This is disclosed, in plain English, on page one of the prospectus. I would say read it before your compliance officer does, but given the entire street worked on the IPO, it’s probably on every restricted list anyways.

The Bottom Line
I didn’t get through all nine Star Wars movies - my bad - but also the last 3 should hardly count, what a way to kill a franchise… kind of like merging a social media and AI company into a profitable infrastructure business.

Stripping out xAI, you have one of the best infrastructure businesses built in the last two decades.

Starlink is genuinely extraordinary, and the launch business is operationally unmatched. Together they generated roughly $3.8 billion in combined operating income in 2025 before the AI segment consumed all of it.

Add xAI back in and you get: a $14 billion cash burn, a social media platform, an AI model that is growing at 22% in a market where competitors are growing at 300–1,000%, and a vision for orbital computing that is compelling and not yet real.

At $1.75 trillion, you are paying full price for what exists and a significant premium for what Musk says comes next. The historical record on that: Falcon 9 took longer and cost more than the original plan. Starlink took longer and cost more than the original plan. Tesla nearly went bankrupt. They all eventually worked.

Whether that pattern holds at 94x revenue is a question for your IC.

_{STRATEGIC DEAL OF THE MONTH}

Half Cash, Half Stock

I mean, do I really need to cover this one? I feel like Ryan Cohen kind of nailed it on CNBC. It’s half cash, half stock. I will take no further questions on the subject.

For those of you who somehow didn’t see the viral clip of GME CEO Ryan Cohen going on CNBC, I will attempt to explain a better understanding of the deal presented than the CEO of the acquiring company.

GameStop - you know the famous meme stock that ripped over COVID - made an offer to acquire eBay for $125 per share, or $55.5 billion, a lofty 46% premium to eBay’s unaffected share price.

Before we even get into whether this deal makes any sense or if Ryan Cohen is just trying to hit the EBITDA and market cap targets in his comp package, we have to take a look at the consideration.

As Cohen reminded us (and Andrew Sorkin) several times, it’s simple - the proposal is half cash, half stock.

Once you exit the C-Suite and come down to reality though, you have to check if that math maths. GME has lined up a $20 billion financing via a highly confident (but not binding) letter from TD and has $9.4 billion of cash on its balance sheet. The remaining ~$25.5 billion would have to come from an equity issuance, which for a company with a $10 billion market cap is…tough.

Taking the obvious financing hurdles aside, the deal is expected to be accretive in year 1 (says every banker ever), driven by $2 billion of cost synergies. Cohen wasn’t shy about the LinkedIn updates for eBay employees to generate these synergies, basically stating he could run the company from his garage.

GME actually already built a 5% stake in eBay as a beachhead and recently filed its 13D and HSR documentation to disclose the stake publicly, so the transaction isn’t totally out of nowhere even if it may seem to be at first glance.

Cohen may seem insane, but what is interesting is that he receives no cash comp at all. His entire compensation package with GME is in shares (and a lot of them) but they are tied to ambitious EBITDA and market cap metrics…which could come as a result of this transaction.

Could you make the argument that this comp package incentivizes empire building and doing bad deals to hit your targets? Sure, it absolutely does. That being said, Cohen does have a pretty solid track record at GME so far (even though that still doesn’t quite justify his run for eBay).

GME’s share price fell ~10% on announcement, and eBay’s share price popped to $109, which may be a far cry from the $125 being offered but was a welcome bump to eBay shareholders nonetheless.

This deal really puts into perspective the hard work you do as a banker or a private equity professional. You can spend hours over engineering a model to find the price that you can afford to pay to hit the required return threshold…and lose to a guy who can’t even explain his deal on TV but just has the guts to shoot his shot and figure it out later.

There is merit in both approaches and it’ll be interesting to see if cooler heads prevail for eBay or if Cohen’s crazy plan actually works. If it means anything for your internal analysis, Michael Burry has sold his GME shares as a result of the deal. And before you ask, yes - the guy who bet on the US economy blowing up in 2008 was really long GME until now.

_{PRESENTED BY F2}

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_{DEAL OF THE MONTH}

Shell Says Let’s Go Back to Canada, eh?

Shell CEO Wael Sawan has spent the better part of three years telling investors that Shell is a “capital discipline” company.

Value over volume. Organic growth. No big acquisitions. I think we found the limits of capital discipline the other week.

On April 27, Shell announced it would acquire ARC Resources, Canada’s largest pure-play Montney producer, in a $22 billion deal. That’s $32.80 per ARC share, split 75% Shell stock and 25% cash, representing a 27% premium to ARC’s closing price on April 24.

So why Canada?

ARC produces roughly 370,000 barrels of oil equivalent per day from the Montney shale formation in British Columbia and Alberta, think like Canadian Texas, one of the most economic shale basins in North America.

About 40% of ARC’s production is liquids, which drove 70% of its revenues last year. Somewhere someone at Deloitte is gearing up to charge Shell a few mill to tell them to do more of that production and reduce costs.

But the real story is LNG.

Shell is already the largest owner of LNG Canada. The country’s first LNG export terminal, which opened in Kitimat, BC last summer and ships liquefied gas across the Pacific to Asia.

ARC’s Sunrise production area has a direct pipeline connection to that terminal via Coastal GasLink. So what Shell is really buying is upstream gas supply to feed an LNG facility it already owns, in a country it spent the last decade divesting from, right as Qatar’s LNG exports are offline because of a war.

Sawan put it best on the investor call: “Don’t look at this as the acquisition of an E&P with a predominantly gas portfolio, look at it as a liquid-rich addition to Shell with an upside of LNG that we are uniquely positioned to be able to unlock.” That’s a very elegant way to say: we own the terminal, we need the gas, and here we are.

Shell guided ~$1.5 billion in incremental free cash flow per year from ARC once integrated, rising to ~$2 billion beyond 2030 if LNG Canada Phase 2 gets a final investment decision, which Sawan (obviously) described as increasingly likely.

Year one synergies are guided at $250 million and the deal bumps Shell’s production CAGR from 1% to 4%. I am sure those numbers looked great in the pitch deck but hopefully Shell can actually deliver them.

This deal also quietly kills the “Shell buys BP” conversation that has haunted every energy conference for two years. Hard to acquire a second major when you’re still issuing 228 million new shares to close the first deal.

ARC’s board approved it unanimously (shockingly). The deal requires Canadian regulatory approval, which Shell doesn’t see any showstoppers in but is not always straightforward. The Canadian government, and particularly British Columbia, is left leaning, which typically is not business friendly even before you add the pillaging the earth for resources bit.

All in all, Shell threw capital discipline out the window, reversed course on Canada, and did it at almost exactly the right time...maybe. If Trump decides the end the war tomorrow then Shell may be smashing the buy button at the peak. Either way, this deal is either very smart or very lucky.

_{NEWS ROUNDUP}

Top Reads

• Will GameStop acquire Ebay?

• Regis Resources and Vault Minerals agree to merger of equals

• 3 year old PE fund acquires Amex Global Business Travel

• Burry exits GameStop over eBay deal

• OnlyFans sells 16% stake to Architect Capital at $3.15 billion valuation

_{DEAL OF THE WEEK}

Amazon Looks to the Stars

I am closer to being as rich as Jeff Bezos than Jeff Bezos is to being as rich as Elon. That said, if I suddenly came into $200 billion, the odds of me writing a newsletter at 10pm on a Tuesday would be pretty low.

While that may not be the genesis for this deal, watching the guy who dethroned you as world's richest man prepare to IPO his space and satellite and everything-else company at a $1.75 trillion valuation probably makes you want to do some M&A.

Amazon decided that if you can't beat SpaceX, you should join them by buying the satellite infrastructure Apple is already paying for.

Amazon is acquiring Globalstar, the mobile satellite company powering the Emergency SOS feature on every iPhone since the 14, for ~$11.6 billion, or $90 per share in cash or stock.

Thermo Funding, which controls 57.6% of Globalstar’s votes, approved the deal by written consent, which is corporate governance shorthand for “we didn’t need to ask anyone else.” No shareholder vote required.

There’s a downward adjustment of up to $110 million if Globalstar misses certain satellite milestones before close, which is the kind of clause you negotiate when you’re buying a company that still has satellites left to build.

There’s also an adjustment if Amazon stock trades above $280/share before closing…which could happen I guess.

The premium is ~117% to Globalstar’s unaffected price from late October 2025. Amazon’s stock rose 3.8% on announcement day, adding roughly $125 billion in market cap. The market decided this $11.6 billion acquisition was worth more than ten times its price tag before Jassy finished his coffee.

What Amazon actually bought is spectrum and a customer. Globalstar operates 24 satellites with globally harmonized Band 53/n53 spectrum, the frequencies that enable direct-to-device satellite connectivity, the part of the market Starlink hasn’t cracked and Apple desperately needs.

Amazon simultaneously announced a partnership with Apple to keep powering iPhone and Apple Watch satellite features while it builds out Amazon Leo, their answer to Starlink. Apple was Globalstar’s largest customer. It now becomes Amazon’s. Elon Musk is watching from a rocket.

The plan is to have voice, data, and full messaging over satellite running by 2028, at which point Amazon Leo will be a real product rather than a $200 billion capex line item with a hopeful name. Analysts are broadly supportive of the strategy and uniformly clear that nothing meaningful happens financially until 2028 or later. Which is the polite way of saying this is a very expensive option on the future.

SpaceX will kick off its IPO roadshow in June targeting a $1.75 trillion valuation. Jassy just made sure Amazon isn’t showing up to that conversation empty-handed. Whether that was prescient or expensive is a question for 2029.

_{PRESENTED BY ACRETRADER}

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_{STRATEGIC DEAL OF THE MONTH}

Agnico Ealge Strikes Gold in the Arctic

Gold is at $4,800 an ounce. Agnico Eagle — already the world’s third-largest gold miner — has decided that now is the time to buy the entire Central Lapland Greenstone Belt of northern Finland. Not part of it. All of it.

On April 20, Agnico announced three separate transactions totaling roughly C$3.7 billion: the acquisition of Rupert Resources for approximately C$2.9 billion, Aurion Resources for C$481 million, and B2Gold’s 70% stake in the Fingold JV for US$325 million.

One press release, three deals, one very cold region of Europe. I guess the Corp Dev team only wanted to do one trip. Have to respect the efficiency.

The Rupert deal is the centerpiece.

Each Rupert share gets 0.0401 Agnico shares — worth approximately C$12.00 based on Agnico’s five-day VWAP on the TSX as of April 17 — plus a contingent value right worth up to C$3.00 in cash paid in three tranches over 10 years, tied to reserve and production milestones.

That’s a 67% premium to where Rupert was trading the day before the announcement. Agnico already owned 13.5% of Rupert, so this is mopping up the remaining 86.5%. Guess it helps when you know what you’re buying.

The reason anyone cares about a Finnish greenstone belt is Ikkari, Rupert’s flagship gold deposit, which sits roughly 50 kilometres from Agnico’s Kittilä mine, its largest European operation.

In mining, 50 km from an existing mine means shared infrastructure, shared processing facilities, shared labor pool, and a dramatically shorter path to production than building in the wilderness from scratch.

Jefferies estimates the three transactions are modestly accretive, adding roughly 2% to NAV per share with up to C$500 million in potential synergies.

The Rupert deal values the project at roughly 0.54x NAV, which is either a bargain or a fair reflection of the fact that Ikkari is still a development asset in a country where winter lasts eight months, like actually eight months not how it feels in NYC when you don’t see the sun from October to February.

The CVR structure is the honest part of this deal. Nobody knows when Ikkari will reach 5 million ounces of reserves, or when it will hit commercial production, or what gold is worth when it does. The CVR is Agnico’s way of saying: we’ll pay you more if it works out, and we’ve got ten years to find out.

At $4,800 gold and with a $110 billion market cap, Agnico has the currency and the conviction. Whether its shareholders have the patience is a different question.

_{INT’L DEAL OF THE MONTH}

Viva USA Rare Earths

Quick quiz: what do an EV motor, a wind turbine, a missile guidance system, and the robot that is definitely coming for your job have in common? They all require neodymium, praseodymium, dysprosium, terbium and probably 5-10 other iums to function.

China produces the vast majority of all four, has export restrictions on all four, and has made it very clear it understands exactly what that means. This deal is America’s answer.

On April 20, USA Rare Earth (Nasdaq: USAR) announced a definitive agreement to acquire Serra Verde Group, owner of the Pela Ema rare earth mine in Goiás, Brazil, valuing Serra Verde at approximately $2.8 billion. The consideration is $300 million cash plus 126.849 million newly issued USAR shares at a reference price of $19.95.

Pela Ema is the only scaled producer of all four magnetic rare earth elements outside Asia. It’s an ionic clay deposit, the same geology that dominates Chinese production, and processes at a fraction of the cost of the hard rock deposits that most Western rare earth projects are stuck with.

Serra Verde started commercial production in 2024, has already sunk over $700 million into construction and permits, and is targeting Phase 1 nameplate capacity of 6,400 metric tons of total rare earth oxide per year.

Projected run-rate EBITDA by end of 2027: $550–$650 million. Combined company EBITDA target by 2030: ~$1.8 billion.

If you’re wondering why a company trading at $19.95 a share can credibly project $1.8 billion in EBITDA four years out, the answer is the U.S. government. Yea, the same people who famously can’t balance a budget, are in crippling debt and misplace billions of dollars per year.

Serra Verde comes pre-attached to a $565 million DFC financing package that fully funds Phase 1 optimization and expansion through to positive cash flow.

It also has a 15-year, 100% offtake agreement with a special purpose vehicle capitalized by U.S. government agencies and private capital, covering all four magnetic rare earths with guaranteed floor prices plus 70% upside participation above those floors. Great use of taxpayer dollars.

Pro-forma liquidity for the combined company is approximately $3.2 billion. The U.S. government has committed approximately $1.8 billion in total capital to this supply chain. Washington isn’t a passive observer here; it’s a cornerstone investor with a very strong opinion about where rare earths come from.

The management transition adds credibility. Sir Mick Davis, former CEO of Xstrata, who turned a $500 million business in 2001 into a $65 billion mining major before selling it to Glencore in 2012, joins the USAR board.

Thras Moraitis, Serra Verde’s CEO and a former senior Xstrata executive, becomes President of the combined company. The Xstrata alumni have arrived in Oklahoma (probably not for long), and they brought the Brazilian mine with them.

This deal is industrial policy with an equity wrapper. The floor prices, the DFC facility, the government-backed offtake SPV, none of this is how commercial markets normally work.

It’s how you build a supply chain when the commercial market has already been cornered by someone who doesn’t like you.

USAR shareholders are getting a leveraged call option on whether the U.S. government keeps paying to solve its own rare earth problem. Given that both parties have very strong incentives to make it work, the floor is more credible than most.

_{NEWS ROUNDUP}

Top Reads

• SpaceX targets June roadshow aimed at $1.75 trillion valuation

• Wall Street deal fees surge in Q1 despite global turmoil

• GS posts record Q1 revenues driven by equities

• Livenation found guilty of illegal monopoly

• Meta’s Manus deal blocked by Beijing

• Possible US government investments 

_{DEAL OF THE MONTH}

Unilever Does Two Deals in Two Weeks

McCormick (the company responsible for your spice rack) announced it would merge with Unilever’s entire Foods business in a deal valued at $44.8 billion. The company behind Old Bay is absorbing Knorr, Hellmann’s, Marmite, and Colman’s.

The structure is a Reverse Morris Trust, which means Unilever spins its food division into a new entity, which immediately merges with McCormick. Since it’s just past April 15th, I have to remind you that RMTs are tax-free. So for the first time ever Unilever can say their lawyers earned every penny.

McCormick pays $15.7 billion cash and ~$29 billion in stock; post-close, former Unilever Foods shareholders own roughly two-thirds of the combined company. Citi, Goldman, and Morgan Stanley are all taking a bite out of the bridge financing.

The combined business does $20 billion in revenue with ~$600 million in promised synergies by Year 3.

Margins guided to expand from 21% to 23–25%. One of the major sources of synergy is something every banker cheers for, back office optimization. This means reducing duplicative headcount and a lot of LinkedIn updates coming soon.

McCormick stock dropped 6% on announcement day, which is the market’s way of saying “we believe you, but we’re nervous.” MKC was already down 26% year-to-date. Unilever also dropped 4%. I guess no one wins on announcement day anymore.

This deal marks the end of Unilever as a food company. After spinning out Magnum Ice Cream last year and now shedding the entire foods division, what remains is a pureplay beauty and personal care business… and a vitamins business as of a few days ago…

Nine days after announcing the $44.8 billion McCormick deal, Unilever agreed to acquire Grüns, a 32-month-old greens gummy startup, for a reported $1.2 billion. Man corp dev has been busy.

The reflexive take: “Unilever just sold food and immediately bought food,” is technically wrong, even if you do eat the gummies.

Grüns lives in Beauty & Wellbeing’s Wellness Collective alongside Liquid I.V., Nutrafol, OLLY and Onnit. Supplements aren’t classified as food at Unilever, which is the kind of distinction that only matters when a journalist calls your IR department at 8am. 

The McCormick perimeter was drawn around culinary flavor. Grüns is a daily nutrition gummy with 60 ingredients including organic spirulina, prebiotic fiber, and whatever adaptogens are in vogue this week.

What makes this interesting is the multiple arbitrage. Unilever sold slow-growth, private-label-exposed culinary brands at ~14x EBITDA. It bought a startup growing 600% year-on-year at ~4x sales. A start-up that doesn’t even use AI mind you. No wonder their share price is getting killed.

Both trades were shaped by the same force: GLP-1 drugs are terrible for packaged food and excellent for supplements. Unilever sold the victim and bought the beneficiary in the same fortnight.

Grüns was founded by Chad Janis, Stanford GSB, former Summit Partners growth investor, who launched in August 2023 after 25% of his MBA cohort tested prototypes. The company hit profitability at 14 months, crossed $300 million ARR by October 2025, and is now in 6,300+ retail doors including Walmart, Target, Costco and Ulta. 

Janis reportedly retained ~50% of the company, implying personal pre-tax proceeds north of $500 million on a business he started two and a half years ago. The Series B investors at a $500 million valuation in May 2025 are sitting on ~2.4x in under a year. That’ll play well in the fundraising materials.

So a divestment and an investment in 2 weeks? Presumably someone in Unilver Corp Dev is taking the rest of the year off.

_{PRESENTED BY F2}

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_{STRATEGIC DEAL OF THE MONTH}

Mining Goes to the Deep Sea

You’ve heard me talk about mining before but this time we have a new twist. Mining on land is so 2025. Now, we are going to the ocean floor for our rocks because that’s…environmentally friendly I guess? Just as long as no billionaires are planning on riding the first sub we may be in business.

American Ocean Minerals announced it would merge with Odyssey Marine Exploration (NASDAQ: OMEX) in an all-stock deal valuing the combined entity at ~$1 billion. The mandate: vacuum polymetallic nodules — clumps of nickel, cobalt, copper and manganese — off the bottom of the Pacific Ocean.

OMEX entered the day at $0.83 with a going-concern qualification and TTM revenue of $354,000. The announcement triggered a 110–150% intraday pop to $2.13 on 330% of average volume. It then gave most of it back. Analysts have not published price targets. The $1 billion figure is negotiated, not market-tested. Shocking.

The structure is a reverse takeover: AOM holders control the combined company, Odyssey provides the Nasdaq listing, and the legacy Mexican phosphate business spins into a liquidating trust for OMEX shareholders. Financing includes a $75.6 million convertible bridge, a $156 million PIPE, and up to $35 million in additional notes. 

Citi and Cantor Fitzgerald placed the PIPE, Cantor being chaired by Brandon Lutnick, son of Commerce Secretary Howard Lutnick, who oversees NOAA’s deep-sea permitting buildout. That detail appeared in zero press releases.

The management team is the actual signal. Chairman is Tom Albanese, ex-CEO of Rio Tinto and Vedanta, the most credible mining executive attached to any deep-sea venture. CEO Mark Justh is a former JPMorgan and Goldman banker who was already Odyssey’s lead independent director, which explains why OMEX became the vehicle. Mike Rowe of Dirty Jobs is a founding investor and brand ambassador, so maybe this company will get its hands dirty.

The thesis is regulatory arbitrage. The International Seabed Authority has failed to finalize a Mining Code for three years running. Meanwhile, Trump’s April 2025 executive order, NOAA’s January 2026 permitting rule, and a U.S.–Cook Islands critical minerals agreement have created a parallel licensing pathway that bypasses the ISA entirely.

AOM holds licenses across the Cook Islands EEZ and U.S.-regulated CCZ waters, covering 500,000+ km² and more than 1.4 billion tonnes of inferred nodule resource. The bet is that the domestic U.S. permitting track closes before the multilateral one opens.

The environmental opposition is loud (900+ scientists, Greenpeace, €24 trillion in institutional restrictive policies) and does not currently constrain NOAA or the Cook Islands authority. China signed a competing seabed MOU with the Cook Islands in February 2025. Congress noticed.

The trade has three legs: arb on PIPE pricing vs. pro-forma EV once the S-4 is effective; optionality on NOAA permit timelines and Cook Islands PFS milestones; and a residual claim on a $37.1 million NAFTA award sitting in the PHOSAGMEX liquidating trust. All three require a tolerance for timelines measured in administrations rather than quarters.

_{MOST QUESTIONABLE DEAL OF THE MONTH}

Altman is as Altman Does

Normally, I would do exit of the month but that’s reserved for Chad and the boy’s at Grüns, obviously. While this is an exit, it’s also a deal so ridiculous, I thought it was an April fools joke when I first read it.

OpenAI announced the acquisition of TBPN - its first-ever media purchase. Price undisclosed. The FT and WSJ both reported “low hundreds of millions.” Puck put it at ~$150 million. Chris Lehane went on CNN and declined to confirm.

TBPN is a three-hour daily livestream that has become Silicon Valley’s water cooler. Cohosts John Coogan and Jordi Hays — both longtime Altman associates — run a format best described as SportsCenter for tech.

They ring a gong when a startup raises money. Guests have included Altman, Zuckerberg, Nadella, Benioff, and Ken Burns. Daily viewership: ~70,000. Target audience: the ~200,000 operators who move IPO books and enterprise buying decisions.

The business did ~$5 million in revenue in 2025 and is pacing above $30 million in 2026. As a condition of the deal, the advertising business is being wound down entirely.

OpenAI is paying ~$150 million for a media property it intends to stop monetizing. This is not a financial investment, which is obviously why OpenAI did it. I mean losing money is practically their whole business model.

What it is: pre-IPO narrative infrastructure. OpenAI’s Chief Communications Officer left in January 2026. The company is targeting a late-2026/early-2027 IPO at a reported ~$1 trillion valuation while secondary shares trade at a 10% discount to the last round.

The press reaction was unanimous. Ben Thompson: “OpenAI’s purchase of TBPN makes no sense, which may be par for the course for OpenAI.” Om Malik titled his column “OpenAI: Masters of Agitprop 2.0.” One unnamed OpenAI investor told the FT: “Frankly, I don’t understand it — it’s a distraction and it annoys me.” 

Altman’s response on X: “I don’t expect them to go any easier on us, am sure I’ll do my part to help enable that with occasional stupid decisions.” You mean…like this one, Sam?

PS: Hey Sam - the Overheard on Wall Street audience is pretty big, averaging 500K views a post if you’re in the market...

_{NEWS ROUNDUP}

Top Reads

• SpaceX Confidentially Files for the Largest IPO Ever

• Goldman beats estimates on strong trading revenue

• JPM beats estimates despite Dimon warning of complex risks

• Citi posts highest quarterly revenue in 10yrs on strong trading revenue

• Live Nation and TicketMaster face trust suit

• Trump threatens to fire Powell and demands rate cuts (again)

_{DEAL OF THE MONTH}

Ground Control to Major Elon

Can you hear me, Major Elon?

I may have dated myself with that reference, but SpaceX has spent 24 years doing things that most people said were physically impossible.

Now, it’s doing something that most people said was financially inconceivable: filing confidentially with the SEC for an IPO targeting a valuation of $1.75 trillion, which, if it prices anywhere near that level, will be the largest public offering in the history of capital markets. 

In fact, if SpaceX were a country, it would be the 16th largest country by GDP.

Reports emerged on March 26 that SpaceX is preparing to file a confidential S-1 prospectus with the SEC, targeting a June 2026 Nasdaq listing at a valuation between $1.5 and $1.75 trillion.

The company has lined up Bank of America, Goldman Sachs, JPMorgan, and Morgan Stanley for senior underwriting roles so the four largest banks on Earth are about to spend the next sixty days arguing over tombstone placement on what could be the most lucrative IPO mandate in history. Someone is going to get the top-left box, and someone else is going to be furious about it at the closing dinner.

To understand why $1.75 trillion is at least a defensible number, not necessarily a reasonable one, but defensible none the less, you have to understand what SpaceX actually is in 2026.

It is not primarily a rocket company. It is a satellite internet provider with nine million paying subscribers, a defense services contractor with billions in government commitments, and — following the xAI merger — an AI infrastructure business building orbital data centers powered by the sun. If you told me a year ago I’d write that in a sentence, I would’ve called you insane.

Starlink alone generated over $10 billion in revenue in 2025, with margins that would embarrass most software companies. SpaceX as a whole reportedly generated $8 billion in profit on $15–16 billion in revenue last year. That is a real business, you know, with cash flow and everything.

Then there is the February merger with xAI, which closed at a combined valuation of $1.25 trillion and which, depending on who you ask, was either a stroke of visionary vertical integration or the most audacious related-party transaction in private market history.

As a refresher, SpaceX acquired xAI in an all-stock reverse triangular merger, with xAI employees given the option to redeem shares for cash. There was no fairness opinion from an investment bank. There was no special committee. There was a blog post from Musk and a valuation that was, by most accounts, set internally.

The SEC is apparently taking a close interest in how all of this gets disclosed in the S-1, which partially explains why the filing is going in confidentially and why a June listing was originally supposed to happen in April.

Elon is no stranger to rubbing the SEC the wrong way. Remember when he tweeted (yes, pre-X) about TSLA going private?

The planned dual-class share structure means that even after going public and raising up to $50 billion in primary capital, Musk, who currently owns more than 40%, will retain dominant voting control over the company.

There is also an unusually large 20–30% retail allocation reportedly being pushed by Musk, who has apparently decided that keeping his fan base liquid and invested is as important as keeping the institutional books covered. Whether that results in a more stable stock or a more volatile one is a question the secondary market will answer on day one.

One detail being underreported: SpaceX plans to take advantage of the confidential filing process, which allows it to meet SEC requirements and address financial disclosures privately before initiating a public roadshow.

This is particularly important given the complexity of integrating xAI’s liabilities, intellectual property, and revenue into SpaceX’s consolidated financials, plus the defense contract sensitivities that come with being the Pentagon’s favorite rocket supplier.

Imagine the poor SEC gremlin who has to look at a rocket launching social media company that also runs a telecom empire and is somehow also an AI company? Oh, and by the way, every time Elon tweets there will probably have to be an 8-K. 

When the S-1 goes public, likely in April or early May, it will be the most-read document on Wall Street since the Facebook prospectus. Every number will be stress-tested. Every Musk quote will be pulled for the risk factors section, especially funding secured. Every analyst will be writing a 47-page initiation report by the following Monday.

There is a version of this story where the SpaceX IPO is the defining capital markets moment of this decade, the trade that either confirms or destroys the argument that private market valuations have become untethered from reality.

The June IPO is projected to be the largest in history by cash raised, potentially surpassing the $29.4 billion proceeds of Saudi Aramco’s 2019 debut.

Whether investors ultimately pay $1.75 trillion for the privilege of owning a rocket company, a satellite internet service, an AI subsidiary with a controversial chatbot, and whatever X has become at this point — is also a question for June.

For now, the banks are engaged, Elon Musk is preparing to take the most valuable private company in history public, and, according to the Financial Times, all of it coincides with his birthday and a planetary alignment. Naturally.

_{PRESENTED BY F2}

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_{PE DEAL OF THE MONTH}

Boralex Bids the Public Markets Adieu

There is a specific category of company that private equity, and infrastructure PE in particular, absolutely cannot resist: a well-run, cash-generative, publicly-listed infrastructure business whose shares are trading at half of where they were five years ago because interest rates went up and the market decided it didn’t like renewable energy anymore. Boralex is that company. Brookfield is that buyer. The only mystery is why it took this long.

Brookfield Asset Management and Caisse de Dépôt et Placement du Québec (La Caisse) announced on March 25 that they have entered into a definitive agreement to acquire Boralex Inc. for C$37.25 per share in cash, implying a total equity value of approximately C$3.8 billion and a total enterprise value of approximately C$9.0 billion ($6.5 billion U.S.), including debt.

The offer represents a 31.8% premium to Boralex’s March 20 closing price, and a 36.4% premium to the 30-day VWAP preceding the first media report that the company had begun reviewing strategic alternatives. Boralex’s board unanimously approved the transaction. The deal is expected to close in Q4 2026.

La Caisse, already Boralex’s largest shareholder with approximately 15% of the outstanding shares, will vote in favor of the transaction and will make a post-closing investment resulting in a 30% pro forma ownership stake in the newly private company.

Brookfield, through its flagship infrastructure strategy and Brookfield Renewable Partners, will hold the remaining 70%. So the Quebec pension fund is going from 15% of a publicly-traded company to 30% of a private one, which is either a vote of extraordinary confidence or a sign that they’ve been waiting for exactly this structure for a long time. Possibly both.

Why go private? Boralex’s CEO Patrick Decostre said the company’s “strong pipeline” requires financing that being private will facilitate more efficiently, which, translated, means: as a public company, every time we need equity to fund development, we have to go back to a skeptical market that doesn’t want to hear about European wind farms right now. The company’s shares peaked above C$55 in early 2021, when investors were paying premium multiples for anything adjacent to “green” and “infrastructure.”

Now, AI companies and hyperscalers are clambering for power demand, bringing power companies back into favor once again.

Boralex was trading at less than half that level as of last week, not because the assets got worse — the wind still blows in France, the hydro facilities in Ontario still generate power on schedule — but because the macro backdrop moved against rate-sensitive yield vehicles. Classic infrastructure private equity hunting ground.

Boralex adds roughly four gigawatts of operating clean power capacity to Brookfield’s existing global fleet of 46 gigawatts, plus another eight gigawatts of development pipeline in Canada, France, the United States, and the United Kingdom.

The transaction is valued at ~13x 2026 EBITDA, reasonable for a high-quality renewable portfolio with long-term contracted revenue and inflation-linked tariffs in regulated European markets.

The deal is being funded by Brookfield Renewable Partners through its flagship infrastructure strategy. No bank financing details were disclosed, but given Brookfield’s balance sheet and La Caisse’s scale, the capital structure conversation was presumably brief.

One detail worth noting: Boralex’s 2030 Strategic Plan targeted 6 GW of installed capacity by the end of this decade. As a public company, hitting that number was going to require regular trips back to equity markets in an environment where renewable energy stocks were being treated like a category error.

As a private company backed by Brookfield’s global development capabilities and La Caisse’s institutional firepower, the path is materially cleaner. Whether it actually gets to 6 GW is a question for 2030, but at least now they don’t have to explain their progress on a quarterly earnings call.  

All we can say is bon chance to Brookfield and La Caisse and bravo to the Boralex team (and their shareholders).

_{INT’L DEAL OF THE MONTH}

BP Says Auf Widershen to Germany

There is a version of corporate strategy where you sell everything that isn’t your core business, repeatedly raise your cost-savings target as you do it, and at some point the press releases start to feel less like strategy updates and more like a man furiously throwing things overboard to keep a boat afloat.

BP has been writing that press release for about fourteen months.

On March 19, BP announced it has entered into a definitive agreement to sell its Gelsenkirchen refinery and associated businesses to Klesch Group, an independent European refiner, for an undisclosed price. Which means, one party was certainly not thrilled about the price. 

The refinery complex — operating two sites in Horst and Scholven in Germany’s Ruhr region under the legal entity Ruhr Oel GmbH — processes approximately 12 million tonnes of crude oil per year, with a crude distillation capacity of 265,000 barrels per day.

It produces petrol, diesel, jet fuel, heating oil, and more than 50 other products for the European chemical industry. About 1,800 employees are expected to transfer to Klesch upon completion, along with offtake arrangements that allow BP to continue sourcing ground fuels, aviation fuel, and coke from the site.

The undisclosed price is doing a lot of work in that announcement. BP invested approximately $2 billion in modernizing the Gelsenkirchen site since 2017 — upgrading steam and power infrastructure, distributed control systems, and tank farm and pipeline refurbishments. BP’s underlying operating expenditure associated with the site runs around $1 billion per year.

Disposing of that $1 billion annual cost base is what allowed BP to raise its 2027 structural cost reduction target for the third time in fourteen months — to a range of $6.5 to $7.5 billion, up from its original $4 to $5 billion target set in February 2025.

The progression, if you’re keeping a tally at home: $4-5B → $5.5-6.5B → $6.5-$7.5B.

Each increase comes with a refinery sale. At this rate, by 2027 BP will have announced $15 billion in savings and will own exclusively a headquarters, a logo, and a very good sustainability report.

Klesch Group, the buyer, is a Geneva-based independent European refiner controlled by chairman A. Gary Klesch. The company’s existing portfolio includes the Heide Refinery in Germany and the Kalundborg Refinery in Denmark, the first acquired from Shell in 2010, the second from Equinor in 2022.

There is a pattern here: Klesch buys high-quality European refinery assets from oil majors who have decided they are no longer in the European refinery business, then runs them.

This is the third time that playbook has worked. It will almost certainly not be the last, given how many oil majors are currently in the process of deciding they are no longer in the European refinery business.

Patrick Wendeler, BP’s head of country for Germany, offered a statement that was, by corporate press release standards, almost poignant: “We have a long history of operating successful assets and brands in Germany, and we are deeply grateful for the refinery’s decades of contribution to our business.”

Translation: so long, farewell, auf wiedershen, goodbye - but, we would like to be remembered kindly.

The transaction is expected to close in the second half of 2026, subject to regulatory and governmental approvals. The deal is free-cash-flow accretive for BP based on historical performance, which, again, is doing quite a bit of euphemistic heavy lifting given the $1 billion annual cost structure that is about to leave the books.

BP has now announced or completed more than $11 billion of its planned $20 billion divestment program.

Whether the strategy ultimately works, selling everything at sufficient speed and raising your cost savings target enough times eventually fixes BP’s underlying return on capital problem, is a question above this newsletter’s pay grade.

But credit where it’s due: they are executing. Every quarter, something gets sold. Every sale comes with a press release. Every press release comes with a higher savings target. It is, in its own way, a beautiful system.

_{NEWS ROUNDUP}

Top Reads

• SpaceX targets $1.75 trillion valuation in June IPO

• BofA makes entire group to help PE firms with exit drought

• Middle East Funds are the new private equity

• Carve outs as a proactive M&A strategy

• 2026’s M&A Resurgence 

• The bank to take SpaceX public

_{DEAL OF THE MONTH}

A Well Dressed Deal

If you have ever tried to acquire a company that doesn’t want to be acquired, you know that patience is not just a virtue, it’s a budget line item.

Cintas and UniFirst are the two largest uniform and workwear services companies in the U.S. Think the companies that supply, launder, and deliver uniforms to factories, hospitals, restaurants, and auto shops across the country.

Cintas is the dominant player with a market cap of $72 billion. UniFirst is the scrappy number two, family-controlled, and apparently allergic to being bought.

Cintas Corporation and UniFirst Corporation announced on March 11 that they have entered into a definitive agreement under which Cintas will acquire UniFirst for $310.00 per share in cash and stock, representing an enterprise value of approximately $5.5 billion.

For those keeping score: in December 2025, UniFirst received an acquisition proposal from Cintas for $275 per share in cash, valuing the company at about $5.2 billion, which UniFirst’s board rejected.

Cintas came back with a higher number, structured the deal as part cash, part stock, and negotiated a $350 million reverse termination fee — payable if the deal dies on antitrust grounds — which apparently was the magic combination that finally got the Croatti family off the fence.

Under the terms, UniFirst shareholders will receive $155 in cash and 0.7720 shares of Cintas stock for each UniFirst share they own, representing a combined value of $310 per share based on Cintas’ closing price on March 9. RIP to your printer for this investor presentation…

The implied total enterprise value of $5.5 billion represents a multiple of 8.0x run-rate trailing twelve months EBITDA, including approximately $375 million of operating cost synergies.

The synergies come from route optimization, plant consolidation, and procurement scale, which is a polite way of saying: when you run half of North America’s uniform delivery routes, you can probably cut some duplicate truck stops.

Here is the thing about the uniform rental business that nobody talks about at dinner parties: it is shockingly good. Cintas already generates over $10 billion in annual revenue, and the “Uniform Rental and Facility Services” segment accounts for approximately 77% of total revenue, operating on a recurring contract basis where drivers visit client sites weekly to pick up soiled uniforms and deliver clean ones. Does someone smell an LBO target next year?

Route density is everything - the more stops per mile, the more profitable each truck. Acquiring UniFirst’s routes doesn’t just add customers; it makes Cintas’s existing routes more efficient by filling in geographic gaps.

The combined company will deliver products and services to approximately 1.5 million business customers across North America. To contextualize that number: there are only about 33 million registered businesses in the United States.

Cintas and UniFirst together will be dressing, cleaning, and supplying roughly one in twenty of them. If that’s not a moat, I don’t know what is.

The regulatory situation is, shall we say, colorful (hopefully not blue like this pitch deck).

A combined Cintas-UniFirst entity would own nearly half of the market, which may require divestitures of specific local routes or branches in concentrated geographic areas. Cintas is “highly confident” on regulatory approval and has already staged a $350 million reverse termination fee as proof of conviction.

Whether that confidence is warranted or just well-dressed optimism remains to be seen. The DOJ has been known to take a close look at markets where “Big Three to Big Two” consolidation is on the table.

The transaction was unanimously approved by both boards, and entities affiliated with the Croatti family.

Pro forma leverage at closing is expected to be approximately 1.5x debt to EBITDA, preserving Cintas’s investment grade credit profile. The firms were advised by Goldman Stanley (who cares who represented who), but this will be a good one for the league tables for both.

The deal is expected to close in the second half of 2026. And somewhere in Wilmington, Massachusetts, the UniFirst family is quietly putting their lawyers on speed dial just in case.

_{PRESENTED BY TERMGRID}

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_{SPONSOR DEAL OF THE MONTH}

Monomoy Gets Lubed Up

For once, a PE shop buying a bunch of lube might not be just because bonus season is coming up for juniors.

Shell has been quietly trying to convince itself that owning a chain of quick-lube shops makes sense for a global oil major for twenty-four years. On March 9th, it finally stopped pretending.

Monomoy Capital Partners announced it has entered into a definitive agreement to acquire Jiffy Lube International from Pennzoil Quaker State Company — a wholly owned subsidiary of Shell USA — through its Fund V for approximately $1.3 billion.

Shell acquired Jiffy Lube in 2002 for reasons that probably seemed clever at the time: vertical integration, brand synergy, guaranteed lubricants demand, banker needed fees, nepo baby corp dev guy needed a win, and has spent the two decades since discovering what every oil major eventually discovers: owning retail is a very different business from drilling holes in the ground. Turns out the customers at a Jiffy Lube don’t care whose barrel the oil came from.

What makes this deal more interesting than a CIM you would use for modeling is that practice is the structure. Monomoy is acquiring both Jiffy Lube International — including the registered trademark and the franchisor business — and Premium Velocity Auto (PVA), identified as the second-largest Jiffy Lube franchisee, which runs more than 360 locations across approximately 20 states.

So you’re not just buying a franchise system; you’re buying the franchisor and the second-largest franchisee simultaneously, which gives Monomoy an immediate owned-and-operated base to work from while also collecting royalties from the other 1,600-plus independently-owned stores. If you squint, that is a pretty elegant platform structure (and I bet it banged on the structure chart page).

For Monomoy, this is squarely in their wheelhouse. Monomoy Founder and Co-CEO Dan Collin described it as a “complex corporate carve-out transaction,” noting that the firm has executed these for global corporations for over twenty years.

The carve-out complexity here is real: Shell’s lubricants supply agreement had to be negotiated separately, Pennzoil brand relationships had to be ring-fenced, and the franchise system needed new standalone infrastructure for everything from IT to HR to legal. None of that is simple, and most PE firms can’t actually execute it. 

Monomoy’s pitch is essentially: we can. Which, given their track record, is at least credible. Don’t forget, when the spreadsheet says the deal works, you still have to make that happen in practice.

As part of the transaction, Shell’s subsidiary Pennzoil Quaker State has entered into a long-term lubricants supply agreement with Monomoy, which is Shell’s way of saying: we sold the business but we’d still like to sell you the oil that goes in the cars.

You have to respect the hustle. Shell loses the headache of running a retail franchise, keeps the lubricants volume, and pockets $1.3 billion. Monomoy gets a household brand with 19 million annual customers, a turnaround opportunity, and locked in supply to support its business.

The deal is expected to close in the second half of 2026, pending regulatory approval. In the meantime, if you walk into a Jiffy Lube and the guy under your car is in a suit, it means Monomoy underwrote some aggressive cost cutting.

_{COMPLEX DEAL OF THE MONTH}

3M and Bain Do the Most Complex Deal of the Year

There is a category of M&A transaction that defies easy description. It is not a straight acquisition. It is not a merger. It is a simultaneous acquisition-and-contribution joint venture where one party buys an outside business, folds in an existing one to create a new entity, while receiving cash proceeds on the same day they write a check. It is the M&A equivalent of a Rubik’s Cube. 3M and Bain Capital solved it on March 19th.

3M announced that it has entered into a definitive agreement to acquire Madison Fire & Rescue from Madison Industries, in partnership with Bain Capital, for $1.95 billion and that it will be forming a new joint venture focused on fire, safety, and rescue solutions.

Here is where it gets interesting: 3M and Bain Capital will establish a new joint venture in which 3M will contribute its existing Scott Safety business, receive $700 million of cash proceeds upon closing, and own 50.1% of the new company, with Bain Capital owning 49.9%.

Read that again. 3M is spending money and receiving money on the same transaction. 

It is buying a fire and rescue equipment company, contributing its own safety business into the deal, and walking away with $700 million in cash on day one while retaining majority ownership of the combined entity.

Credit where it’s due, whoever modeled this one earned their carry.

Madison Fire & Rescue’s portfolio includes Amkus and Holmatro, makers of hydraulic and battery-powered rescue tools (the ones you see cutting people out of cars on the highway); Task Force Tips, a maker of high-performance nozzles for fire hoses; and Waterax, which makes mobile water pumps for wildland firefighting. These are not glamorous products.

They are the products that exist specifically for the moments when everything else has gone wrong. Scott Safety, which 3M acquired in 2017 for approximately $2 billion, makes self-contained breathing apparatus systems, the tanks and masks that firefighters wear when they enter burning buildings.

Together, the portfolio covers essentially the entire toolkit of a first responder: the truck, the hose nozzle, the breathing apparatus, the rescue cutters. If you are a fire department purchasing director, this new JV is now your one-stop shop for almost everything except the actual firefighter.

The acquisition allows 3M to expand its safety and fire protection product offerings, which are high-margin businesses that can provide steady cash flow, while Madison Fire & Rescue’s emergency vehicle manufacturing business complements 3M’s existing personal protective equipment lines.

For Bain, the story is simpler: they get nearly half of a cash-generative, defensible industrial business with a captive government customer base (every fire department in the country), funded largely by 3M’s asset contribution and the deal’s cash-in structure.

In a week dominated by carve-outs and consolidations, the 3M-Bain deal stands out as the most structurally interesting. It is not the biggest number on the tape. But it is the one your corporate finance professor would have used as a case study, if your corporate finance professor had ever spent time thinking about fire trucks, which, statistically: they probably have not.

_{NEWS ROUNDUP}

Top Reads

• Shell sells Jiffy Lube to Monomoy Capital Partners for $1.3 billion

• 3M and Bain Capital to buy Madison Fire & Rescue for $1.95 billion

• Cintas-UniFirst faces antitrust scrutiny as combined entity nears 50% market share

• Megadeal volume up 57% year-over-year as 2026 M&A hits full stride

• KMPG 2026 M&A Insights

• Middle market M&A set to rise in 2026 as PE funds sit on $2.1 trillion of dry powder

• Possible additions to the S&P 500*

_{DEAL OF THE MONTH}

Lights, Camera, Leverage

Alright, so I called Netflix x WBD but Paramount was willing to overpay, sue me.

It started like every good Hollywood story: two suitors, one prize, and somebody about to get humiliated in public.

Warner Bros. Discovery, saddled with roughly $40 billion in debt from the disastrous AT&T merger and watching cable revenue evaporate in real time_, had been exploring a sale since October.

By December, Netflix had swooped in with an $82.7 billion offer for WBD’s studios and streaming assets, looking to buy the keys to Hogwarts, Westeros, and the DC Universe in one fell swoop. Zaslav’s board took it. David Ellison’s Paramount Skydance, newly formed just six months prior from the Skydance-Paramount merger, watched from the sidelines and apparently decided: not on my watch.

What followed was one of the ugliest, most entertaining hostile takeover attempts in recent memory - shareholder letters, competing proxy slates, HSR filings, a DOJ antitrust probe of Netflix for “attempting to create a monopoly,” and a very public game of chicken between two billionaires named David.

On February 26, 2026, Netflix blinked. After WBD’s board declared Paramount’s $31-per-share offer a “superior proposal,” Netflix declined to raise its bid and quietly walked out the door. Paramount paid a $2.8 billion termination fee to Netflix, which, if nothing else, is the most expensive “thanks for playing” in entertainment history.

The final terms: Paramount Skydance acquires 100% of Warner Bros. Discovery at $31 per share in cash, implying an equity value of $81 billion and an enterprise value of approximately $110 billion.

The deal is funded by $47 billion in equity from the Ellison family and RedBird Capital Partners, alongside $54 billion in new debt commitments from a banking syndicate led by Bank of America and Citigroup.

To sweeten the deal for WBD shareholders still skittish about the Q3 2026 close timeline, Paramount added a $0.25 per share “ticking fee” for each quarter the deal doesn’t close, a nice little incentive that also signals Ellison’s confidence in getting this done.

The combined company will control a library of more than 15,000 film titles, Harry Potter, Game of Thrones, Mission: Impossible, the DC Universe, and whatever’s left of South Park, and is committed to releasing at least 30 theatrical films annually (15 per studio, with a minimum 45-day theatrical window).

On a fully synergized basis, Paramount values WBD at 7.5x 2026 EBITDA, and expects over $6 billion in cost synergies driven by tech integration, real estate consolidation, and what every press release euphemistically calls “streamlining operational efficiencies.”

You don’t need to be a media analyst to see the logic here. Netflix, Apple, Amazon, and Disney have turned content into a scale game. Without the DC and Harry Potter IP, WBD was a slowly deflating balloon. And Paramount, fresh off the Skydance merger, needed a cannon-sized content library to compete with the streamers. Together, they at least have a fighting chance.

The less obvious part of the story? The debt. At closing, the combined entity will carry a net debt-to-EBITDA of approximately 4.3x on a synergized basis, which is manageable, but only if everything goes according to plan.

That $6 billion in synergies has to actually materialize. The studios have to stop stepping on each other’s release calendars. The streaming platforms have to be integrated without alienating subscribers. And Ellison — who, remember, has been CEO of Paramount for all of about six months — has to prove he can actually run a $110 billion media conglomerate and not just ask his daddy to buy one.

Credit agencies have already downgraded the entity to junk status. WBD shares are trading at a modest discount to the offer price, reflecting real skepticism about the Q3 close timeline or regulatory risk. And every Hollywood executive with a deal in progress is nervously wondering whether the new regime will actually greenlight their project or just cut costs until the EBITDA looks prettier.

But hey, David Ellison’s dad is Larry Ellison. The equity check is already written. Sometimes you just have to bet on the guy with the most zeroes in his savings account.

The deal is expected to close in Q3 2026, pending regulatory clearance and WBD shareholder approval (vote expected in early spring). Mark your calendars for what could be the closing dinner of the decade.

_{NEWS ROUNDUP}

Top Reads

• Megadeal volume up 57% YoY — fewer deals, bigger stakes in the 2026 M&A landscape

• Global M&A boom carries into 2026 despite tightest capital squeeze in 30 years

• Goldman CEO says 2026 could be a “top decile” year for M&A

• Victory Capital makes $8.6B bid for Janus Henderson

• Danaher acquires Masimo for $9.9B in diagnostics push

• Texas Instruments strikes $7.5B deal to buy Silicon Labs

• PwC 2026 US Deals Outlook

• The future price for Nvidia’s H100s​​​​​​

_{PRESENTED BY ORNN AI}

Wall Street’s Newest Commodity: GPU Compute

As more people use AI, demand for the infrastructure powering it grows exponentially. Training models and running large-scale inference requires massive compute capacity, turning chips like Nvidia’s H100 into one of the most important inputs in the AI economy.

Until recently, the market for that compute largely lived behind closed doors. Cloud providers, model labs, and large institutions negotiate pricing for GPU capacity privately, often with little transparency or consistency.

Ornn AI has built an index designed to commoditize AI compute, tracking the real market price of GPU capacity used to train and run modern AI systems.

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If you are an institution, create an account on Ornn’s data platform to access its compute pricing index and trading infrastructure.

If you are a retail trader, explore the new prediction markets powered by Ornn on Kalshi or Robinhood by searching for "H100".

_{PE DEAL OF THE MONTH}

GIP and EQT Keep the Lights On

Last month we talked about how AI is eating the power grid alive. This month, the power grid fought back… by going private.

On March 2, a consortium led by BlackRock’s Global Infrastructure Partners and Swedish private equity giant EQT agreed to acquire AES Corporation for $15.00 per share in cash, representing a total equity value of $10.7 billion and an enterprise value of $33.4 billion including the assumption of existing debt.

Joining GIP and EQT as co-underwriters are CalPERS and the Qatar Investment Authority — so yes, your California pension and Qatar’s sovereign wealth fund are now co-owners of your Indiana power bill.

AES, for those who need the refresher, is a Fortune 500 global energy company operating utilities in Indiana and Ohio, plus power generation assets across Chile, Panama, the Dominican Republic, Vietnam, Bulgaria, and roughly a dozen other countries. It’s not the sexiest name in the sector, but it generates real cash flow from real assets that the world genuinely needs.

The headline premium is 40% to the 30-day VWAP prior to the first media report of a potential deal last July. But here’s the wrinkle: the stock had already run up on deal speculation, and shares actually fell more than 16% on announcement day because the offer came in below the inflated Friday close of $17.28. In other words, the leak helped and hurt simultaneously, a classic Wall Street own-goal.

So why sell? AES management was refreshingly honest about it. Absent this transaction, the company would have likely needed to cut or eliminate its dividend and/or issue significant new equity to fund its growth plans beyond 2027. That’s not a great look for a public utility.

Going private gives AES the capital runway it needs to keep investing in new generation capacity without the quarterly earnings pressure. Bayo Ogunlesi, CEO of GIP, put it plainly: there is a need for “significant investments in new capacity in electricity generation, transmission and distribution, especially in the United States.” Translation: AI data centers don’t run on good intentions.

This deal follows an extraordinary wave of private capital flooding into the U.S. power sector. Blackstone acquired TXNM Energy for $11.5 billion. Constellation is buying Calpine for $16.4 billion. And Bloomberg estimates that more than $280 billion in power sector M&A has been announced since the start of 2025. If you’re an energy banker right now, you are having the time of your life.

The Midwest utilities (AES Indiana and AES Ohio) will continue operating as locally managed regulated utilities, per the deal terms. That didn’t stop Indiana Democrats from immediately condemning the transaction.

“Private firms having a stake in public utilities will put profits over people,” said Congressman André Carson, which is also something that gets said every single time a utility changes hands and, yet, hasn’t actually stopped a utility from changing hands.

JPMorgan and Wells Fargo advised AES. Goldman advised GIP and CalPERS. Citi advised EQT. Everyone got paid.

The deal is expected to close in late 2026 or early 2027, subject to AES shareholder and regulatory approval.

_{STRATEGIC DEAL OF THE MONTH}

Mouthwatering Premiums

Here’s a fun M&A dynamic that doesn’t get enough attention: sometimes the best acquisition target is the company you’re already in business with. You’ve seen the technology. You’ve stress-tested the clinical data. You know exactly what you’re buying. The only question is whether you’re willing to pay full price for it.

Gilead Sciences answered that question definitively on February 23. Gilead agreed to acquire Arcellx — its partner in developing a CAR T-cell therapy for multiple myeloma — for $115 per share in cash, representing a total implied equity value of $7.8 billion. That’s a 79% premium to Arcellx’s Friday closing price and a 68% premium to its 30-day VWAP. Arcellx went public in 2022 at $15 per share. Do the math.

The center of gravity for this deal is a single drug: anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for patients with relapsed or refractory multiple myeloma.

The Phase 2 iMMagine-1 trial showed a 96% overall response rate and a 74% complete or stringent complete response rate at a median follow-up of nearly 16 months, numbers that would make any oncology investor audibly gasp. The FDA has already accepted the BLA with a PDUFA action date of December 23, 2026, meaning a commercial launch decision is imminent.

Gilead already owned 11.5% of Arcellx’s outstanding stock and had been co-developing anito-cel through its Kite subsidiary since 2022.

The deal eliminates all future profit-sharing, milestone payments, and royalties, which could remove up to $1.5 billion in future payouts from Gilead’s obligations.

At the same time, Gilead gains full commercial economics on a drug it already believes in. CEO Daniel O’Day called it their conviction that anito-cel could become “a foundational treatment for multiple myeloma over time.”

There’s also a contingent value right (CVR) of $5 per share, triggered if anito-cel reaches $6 billion in cumulative global net sales through the end of 2029. The CVR is Gilead’s way of saying: we think this drug is going to be really big, but we’re not willing to pay for that upside today - earn it with us.

The broader context matters here. Gilead’s cell therapy business — anchored by Yescarta and Tecartus — saw overall sales fall 7% in 2025 and is expected to decline another 10% in 2026 amid pressure from newer competitors.

The company’s COVID-19 drug Veklury is also losing steam (COVID was 6 years ago now, not 3). Gilead needed a pipeline catalyst, and it had one hiding in plain sight at a company it already partly owned.

BofA Securities and Morgan Stanley advised Gilead. Centerview Partners advised Arcellx. The deal is expected to close in Q2 2026, subject to regulatory approvals and completion of a tender offer.

For Arcellx shareholders, this is a remarkable outcome. Four years from a $15 IPO price to a $115 cash takeout, driven entirely by clinical execution and a strong partner relationship. Not bad for a biotech that most people couldn’t name six months, or even 6 days, ago.

_{BUYSIDERS MACRO MEMO}

The Consequences of Controlled Stupidity

June 30, 2028 - 9:00pm // Midtown Manhattan

The unemployment rate printed at 4.3% today, right in line with expectations. The market held steady on the news, and the Dow is sitting comfortably at 60,000.

Traders and their Claude bots predicted this months ago. In fact, Bill Ackman’s AI assistant called the exact points on the Dow three weeks ago for today’s unemployment print.

M&A and capital markets remain hot. As a shock to everyone, Altman actually pulled off spending $3 trillion of CapEx for OpenAI, and other AI companies followed suit.

Think back to two years ago… Claude single-handedly tore down the entire market - causing a sell off in every industry and a panic across the Street - when people thought analysts would be replaced.

Instead, your DCFS have grown from 5 scenarios to 500. What used to take analysts 4 hours now takes you 4 minutes, so the expectations for your work product have increased.

You were told investment banking hours would improve with AI, yet you are still at the office until 3am.

Sure, you’re not manually editing Excel files anymore - an art lost to time - but now, you have to parse through the 25 bad responses your Bank’s AI bot “Jerome" - named after a Fed Chair of a bygone era - gives you, because you didn’t phrase your prompt correctly.

Mercifully, your bank has replaced all compliance, AML, KYC and a majority of its accounting staff with AI bots. So when your MD comes to you and asks you to onboard a client for his “newest long-shot deal”, you are able to get it approved in minutes without the back and forth.

As you take the elevator to get your DoorDashed slop bowl (ordered and delivered by your AI bot based on your recent health trends), you ride past the offices of a few casualties from the AI explosion.

No one expected such casualties from this AI boom; however, SaaS companies went belly up (causing KKR to be rolled up by Apollo), Blue Owl went bust, and SoftBank became the best investor in the world (after their equity investment in OpenAI and follow-on investment in Anthropic mooned following their IPOs).

The offices of what used to be Deloitte and EY now sit empty, as relics from a pre-AI consulting world. Naturally, consulting had been the next victim after the SaaS-pocalypse. After all, increasing revenue and cutting costs to “add shareholder value” is basic math.

After picking up your food, you have a notification from “Jerome” that he’s integrated the latest Monte Carlo scenario into your model. BlackRock is happy. Then, he reminds you that he will do a price refresh tomorrow, after Treasury Secretary Dimon’s speech.

Once upstairs, you settle in to wrap up another pitch for your MD, knowing it will go nowhere. You begin crafting the perfect prompt for “Jerome” knowing that one typo or hint of bias will ruin the whole night.

In the end, the AI boom simply boosted productivity, like Excel did in the ‘80s… and the internet did in the ‘90s… It just accomplished it at a scale never seen before. MDs and clients adjusted their expectations accordingly.

_{PRESENTED BY F2}

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_{NEWS ROUNDUP}

Top Reads

• Veris Residential goes private in $3.4 billion deal

• Citi to sell 24% equity take in Banamex

• Nvidia to invest $30 billion in OpenAI’s next funding round 

• Databricks raises $5 billion in latest funding round 

• Paramount increases bid for WBD to $31 per share

• Blue Owl halts redemptions 

• Will the Citrini scenario become reality?

2025’s M&A Love Letter

Dearest Dealmakers,

I see you. You said 2025 would be huge and you weren’t wrong. When the dust settled, global announced M&A value hit roughly $5.1 trillion, almost 50% higher than 2024 and the biggest year since the stimulus‑fueled frenzy of 2021.

That’s not just growth, that’s love compounding. Call it the annual bouquet of cash and stock that you keep handing to your shareholders.

Roses are red, megadeals are too: by mid‑December you had notched 71 transactions worth more than $10 billion, the most in at least four decades. Twenty‑two of those jumbo love letters were written in the fourth quarter alone. 

Overall deal count slipped 6% to about 38,000 transactions, but who needs quantity when total value surged to over $5 trillion and the average ticket swelled far beyond the $100 million mark? After all, size matters. No one ever wrote a sonnet about a $200 million roll‑up.

To the lovers of scale: you didn’t just flirt with big numbers, you married them.

Among those seventy $10+ billion love affairs, at least four cleared the $50 billion bar, including a $55 billion leveraged buyout of Electronic Arts (the largest LBO ever) and Union Pacific’s $88.2 billion wooing of Norfolk Southern. That’s not a bouquet, that’s the amount of flowers your VP buys the wife he neglects.  

For my international friends, cupid’s arrows are crossing borders, too. Cross‑border M&A surged by 46% to about $1.24 trillion, the highest since 2021. After all, love knows no boundaries, especially when a permissive antitrust regime and cheap financing make it easier to date abroad. 

Of course, every great romance faces obstacles. Tariff tantrums and big‑tech antitrust crackdowns left many suitors on edge, sending the VIX index higher and causing CEOs to ghost their bankers.

Alas, as the year progressed comfort returned, and dealmakers realized they could navigate the trade landscape. Like any relationship, timing is everything; a punishing tariff is just a lover’s quarrel on a macro scale.

So this year, put down the DCF model and pick up a fountain pen. Tell your favorite target how you feel. Whisper sweet nothings about synergies and cost savings. Promise them a breakup fee if you must. After all, nothing warms the heart like a go‑shop clause or a share price chart that looks like a romantic crescendo. 

Yours in love and leverage,
Buysiders

_{PRESENTED BY BLUEFLAME AI}

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_{NEWS ROUNDUP}

Top Reads

• Dow Crosses 50,000 for the first time

• Nuveen to acquire Schroders for $13.5 billion

• Databricks raises $5 billion despite SaaSpocolypse

• Anthropic raises $30 billion at $380 billion valuation

• Santander acquires Webster for $12.2 billion

• Goldman drops its 2026 M&A outlook

• Paramount has the edge on taking over Warner Bros

2026 Sees Its First Divorce

Dear Glencore Shareholders,

We had such grand plans. For months, we flirted with the idea of fusing our ore empires to create the world’s largest miner with a market value north of $200 billion. 

We talked about consolidating iron ore, copper and coal under one roof, and whispered sweet nothings about a $260 billion portfolio.

We even dangled a 30% premium and a roughly 62/38 ownership split to persuade you to say “I do”. Our bankers were already sketching synergies on napkins and planning where to buy their next home with their cut of the fees.

Then reality hit.

You wanted around 40% of the combined company, but we thought our copper business deserved a bigger slice. You called it greed; we called it self-respect. The lawyers called it 6 more minutes. We’d already tried this dance twice before, in 2014 and 2024, and the rhythm still felt off. So we left you at the altar.

When the breakup news hit, the market reacted like mutual friends gossiping over brunch. Your shares dropped about 7% and ours slid 2.6%.

Analysts wondered why we couldn’t make it work; some said it was the 30% premium, others blamed our differing love languages (valuation methodologies). Under British law we’re not allowed to talk to each other for six months. Maybe that’s for the best, but I secretly hope you will reach out sooner.

Consider this our official breakup note.

We’ll always remember those heady days of drawing synergy diagrams and planning conference‑call vows. We might lock eyes across a mining conference one day, or wave from across the Pilbara, but for now our paths diverge.

Yours in copper (and heartbreak),
Rio Tinto Shareholders

_{DEAL OF THE MONTH}

The Biggest M&A Deal in History

Run it back - Elon has done it again.

Just because your girlfriend tells you size doesn’t matter doesn’t make it true. When the largest M&A deal is an option, you tend to ignore all of the average M&A deals who have great personalities…I mean synergies.

Who else but Elon could pull off the largest deal in history, a month into the year?

SpaceX officially acquired xAI on February 2nd in a deal that values the combined entity at $1.25 trillion. Yes, trillion, with a T, as in “Tesla investors are nervous.”

SpaceX is valued at $1 trillion, while xAI comes in at $250 billion. For those keeping track at home, when Elon pulled these shenanigans just 9 months ago merging X and xAI, xAI was only valued at $80 billion.

That’s a cool 3x in 9 months. Not bad for your valuation marks.

The deal is structured as a share exchange, converting each xAI share into 0.1433 shares of SpaceX stock. Documents show xAI priced at $75.46 per share and SpaceX at $526.59 per share. Bank valuations peg SpaceX between $859 billion and $1.26 trillion and xAI between $219 billion and $294 billion, which is banker-speak for “we have no idea but these numbers sound like they will win us the mandate.”

Additionally, this is officially the largest merger in history, surpassing Vodafone’s $183 billion acquisition of Mannesmann in 2000.

Keep in mind, xAI was only founded in March 2023, so it went from zero to a $250 billion (paper) valuation in just 30 months.

Here’s Musk’s pitch: AI needs compute. Compute needs power. Power is limited on Earth. Solution? Put data centers in space.

Recognizing you can’t just accept what Elon says (obviously), I did some digging because - while Elon has generated insane amounts of shareholder value - he also has a tendency to say some out of this world things.

Turns out, on January 30th, SpaceX filed with the FCC requesting permission to launch up to 1 million satellites to support orbital data centers… because apparently 8,000 Starlink satellites weren’t cluttering low Earth orbit enough.

I’m not going to comment on whether or not Elon can pull this off, I am the furthest thing from a rocket scientist, but filing with the FCC proves this isn’t just a moonshot idea.

In a break from his normal cadence of “Interesting” and “Good” retweets on X, Elon wrote in a memo: “Current advances in AI are dependent on large terrestrial data centers, which require immense amounts of power and cooling. Global electricity demand for AI simply cannot be met with terrestrial solutions.”

And he’s not wrong. Global electricity demand is going to struggle to keep up with AI needs. That’s a fact (think about that next time you ask ChatGPT to write your confirming receipt emails). But certainly there are options before datacenters in space… I can’t think of any, but if I could, I wouldn’t have to write a newsletter at 1am now, would I?

So, you’re probably wondering why Elon would do this. I mean, surely shareholders won’t let him just empire build because he feels like it before SpaceX’s IPO, right?

SpaceX gets immediate access to xAI’s Grok chatbot (which is best known for letting users generate questionable AI images before anyone noticed) and the xAI Colossus supercomputer cluster. They also inherit all of xAI’s regulatory headaches, including ongoing probes in multiple countries for enabling non-consensual AI-generated imagery. Have fun putting that in your football field.

xAI gets saved from burning ungodly amounts of cash. xAI was hemorrhaging money trying to compete with OpenAI, Anthropic, and Google, none of whom have the benefit of being able to launch their servers into orbit. Now they have SpaceX’s $8 billion in estimated 2025 profit to fund their computing needs.

X is just along for the ride at this point. The platform generates $2.9 billion in revenue (down from $4.4 billion in 2022) and carries $1.2 billion in annual debt costs, so it’s basically break-even. The obvious solution? Fold it into an AI company and then fold that into space company.

The combined company is reportedly preparing for an IPO in mid-2026, potentially June 28th to coincide with Musk’s birthday and a planetary alignment. I want to know what brave banker said “Elon, you’re an asparagus, so let’s IPO in June”.

Whether or not this is just another half-baked insane Elon idea or a stroke of true genius remains to be seen. The one thing I know for sure is I am probably not betting against the guy who has a substantial amount of his $850 billion net worth riding on getting datacenters into space.

Love or hate Elon, the guy has conviction. Whether that conviction is enough to get one million satellites into space, I have no idea. But if anyone can do it, it’s probably him.

(For those that won’t to go further down the rabbit hole, here’s a 3 hour podcast from this week where Elon discusses space data centers)

_{PRESENTED BY ORNN AI}

The Ornn Index: S&P 500 for Accelerated Compute

GPU compute pricing is messy because compute isn’t interchangeable. An H100 in Dallas is not the same as an H100 in Norway, and the same chip can behave very differently depending on the provider, networking, uptime, and counterparty risk.

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Right now, lenders, neoclouds, and data center builders are making multi-year commitments using list prices, surveys, guesswork, and assumptions that don’t map to reality.

Ornn is building the missing reference layer: indices based on actual GPU compute transactions, not quoted rates. Think of it as WTI for high-performance compute, giving the market a common benchmark without pretending everything is identical.

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_{NEWS ROUNDUP}

Top Reads

• Global M&A hits $5.1 trillion in 2025, second-best year ever as mega-deals return

• JPMorgan predicts 2026 could be “banner year” for M&A as CEOs seek safety in scale

• Merck reportedly in talks to acquire Revolution Medicines for up to $32 billion

• Rio Tinto-Glencore mega-merger talks continue with February 5th deadline looming

• Nvidia nearing deal to invest $20 billion in OpenAI

• CAVU Consumer Partners raises $325 million Fund V

• Trump says he will stay out of Netflix x WBD merger

• Texas Instruments to buy Silicon Labs for $7.5 billion

• The banks likely to take SpaceX public

_{INTERNATIONAL DEAL OF THE MONTH}

Zijin’s Golden Ticket

Here’s a skill testing question for you all: what happens when the price of gold clears $5,000 / ounce and western companies have larger ESG departments than corp dev departments?

The answer - China snaps up everything it can.

Zijin Mining Group agreed to acquire Allied Gold for C$5.5 billion (what is that, like $12 and two moose in real currency?) on January 26th, marking China’s most aggressive move yet to dominate African mineral resources.

This is Zijin’s eighth major gold acquisition since 2020. For comparison, most Western miners completed zero. But hey, at least you have a banging sustainability report to point to.

The deal is all cash, being struck at C$44 / share, and representing a 27% to the 30-day VWAP.

Unsurprisingly, Allied Gold has traded up pretty materially, and has well exceeded the rip in gold prices.

What’s more offensive is the multiple. The deal is being struck at a 12.7x TEV / EBITDA multiple. I mean talk about overpaying at the peak of the cycle.

Allied Gold operates three producing mines and one development project in Africa and offers the world’s largest gold producer an opportunity to expand its footprint in the region with several long-lived assets.

Combined, these assets were expected to deliver ~400,000 ounces of gold in 2025. Post-acquisition, Zijin’s African gold production will approach 1 million ounces annually by the end of the decade.

For context, Barrick Gold—the Western world’s second-largest gold miner—is guiding towards 3.1 million ounces of gold produced globally in 2025. Zijin is now a quarter of that size just from African assets alone.

Zijin’s Chairman Hongfu Lin called Sadiola and Kurmuk “generational assets which we expect to provide multi-decade production”, which is corporate-speak for “your grandchildren are going to be mining these.”

The deal requires no financing conditions, Zijin is paying entirely from cash on hand and existing liquidity. Meanwhile, Western mining companies are out here doing bought-deal financings and desperately trying to divest non-core assets despite all time high pricing.

Zijin’s market cap now exceeds $70 billion. Its publicly-traded subsidiary, Zijin Gold International (listed in Hong Kong in September 2025), hit a record high after announcing the deal, jumping 13% in a single day (helped by high gold prices as well).

Compare that to Western miners who are barely outperforming the commodity while most junior miners are still trying to explain why their feasibility studies keep getting delayed.

This deal highlights China’s systematic strategy to control strategic resources in Africa while Western companies divest. Newmont—the world’s largest gold producer—has been actively selling African assets, including the Akyem mine in Ghana which it sold to…Zijin Mining.

The geopolitical implications are staggering. Gold has transformed from a commodity into a strategic reserve asset for China. These African mines will feed into “South-South” trade routes, with bullion refined and cleared through Shanghai and Hong Kong instead of London or New York.

China is building a parallel commodities ecosystem that operates outside the USD-dominated financial system. And they’re doing it by buying actual mines with actual gold while Western institutions debate the merits of gold-backed ETFs.

The deal requires approval under the Investment Canada Act because it’s a significant Chinese acquisition of a Canadian company with strategic mineral assets. There’s no guarantee Ottawa will approve it, especially given current geopolitical tensions.

All in all, Zijin is buying at the peak - for sure - but it’s also partially state owned, which means it has practically unlimited money and a relatively low cost of capital. So even if the returns are not something that may get you excited, for Beijing, this is a strategic play more than an IRR play.

_{STRATEGIC DEAL OF THE MONTH}

Boston Scientific Buys Back into Neurovascular

Nothing says “we screwed up” quite like paying $14.5 billion to re-enter a market you exited for $1.5 billion and a firm handshake 15 years ago, but hey welcome to my healthcare corner.

Boston Scientific agreed to acquire Penumbra for $14.5 billion on January 15th, marking its largest acquisition in over two decades and a spectacular admission that selling its neurovascular business to Stryker for $1.5 billion in 2011 was…suboptimal.

Back in 2011, Boston Scientific was convinced neurovascular wasn’t strategic. The market was small. Growth was uncertain. Better to focus on core cardio assets and let someone else deal with stroke devices (get your head out of the gutter).

Fast forward to 2026: The neurovascular market is booming, mechanical thrombectomy is a multi-billion dollar category, and Boston Scientific just agreed to pay 10x what it sold for to get back in. Absolutely tremendous foresight. I hope the corp dev team get’s a round of drinks for that one.

The deal values Penumbra at $374 per share, a 19% premium to its mid-January closing price.

The consideration is 73% cash ($11 billion) and 27% stock, which Boston Scientific will fund through cash on hand and new debt. Considering their current cash balance is sitting at right around $1 billion, it’s safe to assume that the cash on hand piece is a pretty small part of the overall pie.  

Penumbra makes mechanical thrombectomy devices (fancy name for “clot removal tools”) used to treat stroke, pulmonary embolism, and deep vein thrombosis. Its flagship products include the Lightning Bolt and Lightning Flash systems, which are legitimately best-in-class technology.

Boston Scientific CEO Mike Mahoney tried to spin this as a strategic masterstroke: “We’ve really been looking for a long time on how to become a scaled, market-leading neurovascular company, not one that’s coming from a distance behind the pack.”

I get waiting for the right opportunity, but hear me out. You could’ve just… not sold the business in the first place?

The initial market reaction tells you everything: Penumbra shares surged 14% to meet the offer price. Boston Scientific shares dropped as investors processed the valuation and debt load.  

Shares of Boston have come off further (dropping 17% on February 4th) after its most hyped medical device hit a snag. Not great when you just loaded up on $10 billion of debt.

Penumbra co-founder and CEO Adam Elsesser elected to receive 100% of his consideration in Boston Scientific stock, which is either a massive vote of confidence or evidence that he believes his tax advisor more than his investment banker.

I will be the first to tell you that the healthcare space is probably my least favorite industry. I don’t understand it, I never have, and to be honest I find the hassle of doctors and insurance insufferable.

That being said, a $14 billion deal is a $14 billion deal. While I can make fun of Boston Scientific for buying in at over 10x what they sold out for, I do hope that this works out for them, though the market doesn’t seem too bullish on the added leverage.

_{DEAL OF THE MONTH}

OneStream Goes Private after 17 Months

Nothing says “we believe in you” quite like taking a company private less than 18 months after its IPO. It’s like getting married and then immediately filing for an annulment, except with more Goldman Sachs advisors and fewer emotional damage lawsuits. The legal fees are probably roughly equivalent though.

Hg Capital just agreed to acquire OneStream for $6.4 billion in an all-cash deal, paying $24 per share - a 31% premium to the January 5th closing price. For those keeping track, OneStream went public in July 2024 and performed terribly. Even with a $24/share offer, the stock is still down over 15% all time.

KKR, which took OneStream public in 2024 after buying a majority stake in 2019 for $1 billion, is reportedly thrilled about this outcome. And by “thrilled,” we mean they’re probably wondering why they bothered with the whole IPO charade in the first place. The roadshow. The investor presentations. The regulatory filings. All that work just to have another PE firm swoop in and say “yeah, we’ll take it private again” after a bloodbath in the market.

OneStream is actually a good company. It’s an enterprise finance platform that helps CFOs consolidate, plan, report, and analyze financial data. It’s like Excel that went to business school and won’t stop talking about “AI-driven analytics.”

The company serves over 1,700 customers including 18% of the Fortune 500. Names like Carlyle Group, Nasdaq, and UPS. So we’re not talking about some vaporware startup that spent its entire cash runway on kombucha and standing desks.

OneStream has grown ARR impressively, average 30% growth QoQ, which is great for PE funds to underwrite and something most SaaS companies would kill for. Well…most SaaS companies would probably kill just to have paying customers!

So why go private again? Well, according to CEO Tom Shea, the Office of the CFO is at a “critical AI inflection point.” But also, when someone offers you a 20% premium when your share price is steep enough to be a double black at Stratton, you have a fiduciary duty to take that offer and run.

Hg will invest from its Saturn Fund alongside General Atlantic and Tidemark as minority investors. You know, diversify the risk and all that.

The real winner here is OneStream’s investment bankers. J.P. Morgan acted as financial advisor and provided a fairness opinion. Centerview Partners also provided a fairness opinion. That’s a lot of billable hours to essentially say “yeah, $24 seems about right.”

Public markets are tough, analysts ask hard questions, shareholders expect growth and profitability… how unreasonable. Private equity offers a safe space where you can burn cash on “strategic initiatives” without someone sending passive-aggressive emails about your FCF margin.

But come on - 17 months? That’s not even two full years of audited financials. That’s barely enough time to figure out the good lunch spots in Times Square (spoiler alert - there aren’t any).

The real question is will we be here in 5 years as Hg looks to sell? Only JPM knows (probably). 

_{PRESENTED BY ENDEX}

GPT-6 expected Q1 2026. What Will New Launch Mean For Finance?

December’s GPT 5.2 launch brought significant improvements to the LLMs. Analysts, associates, and C-Suites are wondering how close to a true “AI analyst” will we come to in 2026.

Endex, OpenAI’s Excel agent, is already capable of generalist work such as building DCFs, comps, and sensitivity analysis.

Investment banks and PE firms are racing to bring AI agents into their workflows, as they prepare for future LLM breakthroughs.

To request access to Endex, click here.

_{(WORST) EXIT OF THE MONTH}

Apollo’s Dry January

In 2020, AB InBev sold 49.9% of its U.S. metal container plants to Apollo Global Management for $3 billion. The logic was sound: offload some assets, reduce debt from that monster SABMiller acquisition, and retain operational control. You know what wasn’t in the underwriting case? Getting the option to buy it back in five years at the same price.

That’s right, fast forward 6 years and AB InBev is buying the plants back for… $3 billion.

Yes. Apollo held these assets for six years and made…zero dollars in appreciation. Not even a cost-of-living adjustment. Not a “thanks for playing” bonus. Turns out the only thing dry this January was Apollo’s returns.

This might be the most expensive storage unit rental in history. Apollo basically provided AB InBev with a five-year loan secured by aluminum cans. At least U-Haul gives you a complimentary lock. I mean, Apollo could’ve parked $3 billion in treasuries and netted a better return (with less fees too).

Now, to be fair to Apollo (I guess they know what they are doing), they probably collected some cash flows and maybe a management fee or two. But still - $3 billion in, $3 billion out is not exactly the kind of IRR that makes LPs break out the champagne. More like the kind that makes them break out the questions.

Aluminum - the thing that makes your beer can - has been a target for Trump’s trade agenda. The President (who I think just spins a wheel to decide his tariff for the day) imposed a 25% tariff on aluminum imports in March 2025, then doubled to 50% in June 2025.

The US imports a vast majority of its aluminum demand, most of which is primarily from Canada. So, a 50% tariff is pretty bad for margins when you’re producing millions of cans per year from an imported product.

When aluminum costs surge, beer companies have two choices: raise prices and watch Bud Light lose more market share to spirits, or control your own supply chain and pray. AB InBev chose door number two.

The seven facilities across six states produce aluminum cans and lids for AB InBev’s North American portfolio - everything from Budweiser to Michelob Ultra to the new Phorm Energy drink.

AB InBev says the plants are “a strategic component of our business, ensuring quality, cost efficiency, speed of innovation and supply security”, which is corporate-speak for “We realized that letting someone else control whether we can put beer in cans was maybe not our smartest move.”

This comes as AB InBev is investing $300 million in U.S. manufacturing, including $7.4 million in Los Angeles alone, for packaging and brewing equipment upgrades. They’re also expanding in St. Louis and Baldwinsville, New York because comparative advantage doesn’t exist any more.

AB InBev is up 6% since the announcement, meaning just announcing the deal generated more returns in a week than Apollo did in 6 years.

Over all, the deal is a home run for AB InBev. They sold the plants for $3 billion, paid down debt and got a share price bump, then generated enough cash to buy them back with cash on the balance sheet. Hard to draw it up better than that in your investor decks.

_{STRATEGIC DEAL OF THE MONTH}

Manus’ Customers Tell Meta to Get Zucked

You know your acquisition has problems when customers start fleeing before the deal even closes.

Meta just dropped over $2 billion to acquire Manus, a Singapore-based AI startup that makes autonomous agents for complex tasks. It’s like ChatGPT, but it actually does things instead of just talking about them.

Manus can screen resumes, create trip itineraries, analyze stocks, write code, and perform market research. It launched its first product in early 2025 and was one of the fastest platforms to cross $100 million in annual recurring revenue.

The deal valued Manus at ~$2.5 billion, which includes a $500 million employee retention pool - because apparently you need to bribe people to work for Mark Zuckerberg now.

This is just Meta’s latest attempt to justify spending $70 billion annually on AI infrastructure which has amounted to…nothing. I mean, seriously, the AI on Instagram is just in the way of my doom scrolling of AI slop from other platforms.

It’s not all fun and games for Meta or Manus though, with some customers immediately bailing when they heard Meta was buying Manus.

Seth Dobrin, CEO of Arya Labs, told CNBC that Manus was his “favorite agentic AI platform” - past tense. He’s no longer using it under Meta ownership because, and I quote, “I do not agree with a lot of Meta’s practices around data and how they essentially weaponize people’s personal data against them.” Sounds like Mr. Dobrin didn’t read the T&Cs before he joined Instagram.

Dobrin added that he’s “legitimately sad that this has happened.” Which is the professional way of saying “way to f*ck that up”.

This isn’t just one disgruntled customer. Multiple businesses are reportedly reconsidering their Manus subscriptions because they don’t trust Meta with their data, which is probably fair! Meta’s track record on data privacy is like Lehman Brothers’ track record on risk management - technically they tried, but also, gestures vaguely at Cambridge Analytica.

Meanwhile, Flo Crivello, CEO of Manus competitor Lindy, is basically doing cartwheels. His company saw a “bump in users after news of Meta’s acquisition” due to what he calls a “halo effect.”

Now, Meta is trying to spin this as a huge win. They’re integrating Manus into WhatsApp Business API so AI agents can handle complex transactions like rebooking flights and processing payments. So now you can get Instagram ads for places you go to work trips on (the Holiday Inn in Ohio) while an AI agent fights with your admin about a first class ticket it booked on the corporate card.

The great irony while people leave over privacy concerns is that Manus was founded in China before relocating to Singapore. Its backers included Tencent Holdings and HongShan Capital (formerly Sequoia China).

As part of the deal, all Chinese investors were completely bought out to satisfy U.S. national security concerns. So I guess Xi Jinping can know your preferences but once Zuck does it, it’s bad??

China is now investigating the deal for potential export control violations. So Meta has spent $2 billion to buy an AI startup, immediately alienated existing customers, just to now have to explain to Beijing why they’re taking Chinese technology to California.

Meta says Manus will “continue operating its subscription service” and that CEO Xiao Hong will report directly to COO Javier Olivan. The team of about 100 employees will stay in Singapore, Tokyo, and San Francisco (but not Menlo Park).

In short, Meta spent $2 billion on a company so good it scared away its own customers the moment Zuckerberg’s name appeared on the cap table. That’s either the worst pitch deck in history or the most honest customer feedback Meta’s ever received.

_{NEWS ROUNDUP}

Top Reads

• China investigating Meta’s $2 billion Manus acquisition for export control violations

• China investigating Meta’s $2 billion Manus acquisition for export control violations

• JPMorgan M&A chief says CEOs seeking “safety in scale” amid mounting risks

• 2025 global M&A hits $5.1 trillion, second-best year on record despite Trump volatility

• Private equity confidence surges: 86% confident in Q4 vs 48% in Q1

• Vistra acquiring Cogentrix Energy for $4 billion as power demand surges

• SoftBank closing $4 billion DigitalBridge acquisition in AI infrastructure push

• SoftBank abandons $50 billion bid for Switch Data Centers

_{DEAL OF THE MONTH}

SoftBank Gets Back Into Deal Mode

When Masa sold his entire $5.83 billion Nvidia stake (a move that literally made him cry, according to his own admission), you probably thought he’d learned his lesson about FOMO. I did too.

We were wrong.

SoftBank is back on the AI train with no regard for purchase price once again after agreeing to acquire DigitalBridge Group for approximately $4.0 billion, paying $16.00 per share in cash - a 15% premium to its December 26, 2025 closing price and a 50% premium to the unaffected 52-week average.

The deal makes perfect sense if you squint and believe in the gospel according to Masa: we’re heading toward Artificial Super Intelligence (ASI), and that requires massive physical infrastructure. While DigitalBridge’s share price graph leaves little to desire - and let’s not forget Altman is rolling out ads to fund OpenAI’s spending - there is no sign of anything slowing down. Bubble? What bubble? 

DigitalBridge manages $96 billion in infrastructure assets including data centers, cell towers, fiber networks, and edge infrastructure - basically all the boring physical stuff that makes AI actually work. You know, the parts that don’t get hyped in TechCrunch articles but do jack up your power bill.

This comes right after SoftBank committed up to $40 billion to OpenAI (with $11 billion from third-party investors), plus another $15 billion to OpenAI’s Stargate data center project. For those keeping track at home, that’s approximately $60 billion in AI-related commitments.

“As AI transforms industries worldwide, we need more compute, connectivity, power, and scalable infrastructure,” said Son. Translation: I’m not missing another Nvidia moment, so I’m buying the infrastructure layer this time.

And the most interesting part of the deal? DigitalBridge will continue operating as a separately managed platform led by CEO Marc Ganzi. So SoftBank gets the assets without having to actually, you know, operate them. That may seem smart, but then again…check the tape. DigitalBridge’s share price performance and results have been abysmal.

The deal is expected to close in the second half of 2026, assuming regulators don’t ask too many questions about why a Japanese telecom conglomerate needs to own American data center infrastructure during a time of heightened geopolitical tensions. Maybe Trump will want another Golden Share like he got in the last major Japanese deal (Nippon x US Steel).

But, hey, at least Masa has a plan. Whether it’s a good plan is a question for 2028. Though as he famously said, he’d rather be the crazy guy in a fight.

_{PRESENTED BY F2}

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_{EXIT OF THE MONTH}

Vistra Bets Big on Congentrix

Does it smell like gas in here? Nope, that’s just $4 billion dollars being lit on fire.

Vistra Corp just dropped $4 billion to acquire Cogentrix Energy and its 10 natural gas generation facilities, adding 5,500 MW of capacity to its already massive fleet. This marks Vistra’s second major acquisition in the past year, following its $1.9 billion deal for Lotus Infrastructure Partners’ assets in May 2025.

The consideration is: $2.3 billion in cash, $900 million in Vistra stock, and the assumption of $1.5 billion in debt, partially offset by roughly $700 million in tax benefits. The transaction is being struck at ~7.25x EBITDA, which is a pretty reasonable valuation given the demand hype.

Cogentrix’s portfolio includes three combined cycle gas turbine facilities and two combustion turbine facilities across PJM, four combined cycle gas turbine facilities in ISO New England, and one cogeneration facility in ERCOT.

For those of you who aren’t in the power world, in short, Vistra just bought its way into some of the most attractive power markets in North America.

Of course this all comes back to the same theme driving all unsexy industries these days - AI. See, AI data centers need power, and they need a lot of it.

Meta just signed a deal to purchase over 2,100 MW of nuclear energy from Vistra. Microsoft, Amazon, and Google are all scrambling to secure long-term power contracts. And unlike some starry-eyed tech founders, these companies actually understand that data centers don’t run on vibes - they run on megawatts and thousands of them.

Post-acquisition, Vistra’s generation portfolio will consist of approximately 50,000 MW of capacity across the US, making it one of the largest independent power producers in the country. The company is betting that the AI boom will drive sustained demand for reliable baseload power - and natural gas is the only fuel that can scale fast enough to meet it.

The financial case is solid: Vistra expects the deal to deliver mid-single digit AFCF per share accretion in 2027 and high single-digit accretion on average over 2027-2029. The company is also reiterating its capital allocation plan, which includes $300 million in annual dividends and at least $1 billion in share repurchases each year.

The one small wrinkle (as always) is regulatory approval.

The deal needs clearance from FERC, the DOJ under Hart-Scott-Rodino, and various state regulators.

With a deal of this scale, there is a high likelihood that FERC at least raises an eyebrow. The good news is that FERC often works quickly…not. The standard approval timeline for deals that aren’t complex is ~180 days from filing. 

Given that the DOJ recently opposed Constellation’s acquisition of Calpine, there’s some uncertainty here and this deal may get significant scrutiny.

But here’s the thing - Quantum Capital Group bought Cogentrix from Carlyle for $3 billion in August 2024. They’re flipping it to Vistra for $4 billion just 1.5 years later. That’s a $1 billion gain in less than two years, driven entirely by surging power prices and capacity value. That’ll help the fundraising track record.

If that’s not a signal to everyone that the power market is on fire (again, do you smell gas?), I don’t know what is. All of the AI hype is driving demand across many industries crazy, even ones that we don’t typically think about.

Vistra’s stock jumped 3%+ on the news, and CEO Jim Burke is out here talking about “growing customer demand in our key markets” like he’s selling iPhones instead of electricity.

All of this to say, we basically have two AI deals this month.. .just neither of them are as sexy as we all expected and that’s okay. It’s been a long time since one macro trend has caused such a significant shift across every facet of life.

Nowadays just saying AI gets you a capital raise from a VC in SF, and that is spreading to every industry. I bet if I used AI to write this newsletter - rather than burning the midnight oil and reinventing the wheel each month - I could probably get a few million dollar seed round.

_{INT’L DEAL OF THE MONTH}

Glencore and Rio’s Tango Continues

Some love stories just won’t die. Rio Tinto and Glencore have flirted with a merger no fewer than four times over the past dozen years, and here we are again - except this time, there’s actual momentum.

On January 8th, both companies confirmed they’re in “preliminary discussions about a possible combination of some or all of their businesses” that could include an all-share merger.

The combined entity would have a market value of more than $200 billion (or $260 billion by some estimates), making it the largest mining company in the world.

So what’s changed since talks collapsed in late 2024:

1. New Leadership: Rio Tinto’s new CEO Simon Trott took over in August 2025. Unlike his predecessor Jakob Stausholm (who rejected Glencore’s 2024 approach), Trott was reportedly selected because the board wanted someone more open to large-scale deals.

2. Copper Hype: Global miners are in an arms race for copper assets. The metal is critical for the energy transition and AI infrastructure (hey, there’s that AI theme again). Rio Tinto wants more copper exposure. Glencore is copper exposure.

   

3. FOMO: Anglo American and Teck Resources agreed to a $53 billion copper-focused merger last September. BHP has been trying to buy someone - anyone - to bolster their copper portfolio. This deal would leapfrog all of them.
   

Strategically, a deal makes a lot of sense for Rio Tinto. It gives access to Glencore’s world-class copper assets, plus exposure to cobalt, nickel, and zinc. The combined entity would control approximately 17% of global copper supply marketing and 7.5% of mine production globally.

On the Glencore side, they are looking at a nice premium, plus access to Rio’s iron ore and aluminum portfolios. Glencore CEO Gary Nagle has made it clear: “everything is for sale at the right price, including the entire company.”

Barclays estimates the combined company would generate $10 billion in synergies through cost-cutting and operational efficiencies. I mean, with the ability to basically remove an entire corporate office, you are already looking at significant cost savings before you include all of the operational efficiencies being a $260 billion behemoth would provide.

While this all sounds like a no brainer during your MD’s pitch - this deal faces some serious hurdles:

1. The China Problem: Beijing has to approve any deal of this scale, and they’re likely to demand asset sales. When Glencore bought Xstrata for $35 billion in 2013, China forced them to sell the Las Bambas copper mine in Peru for nearly $6 billion. Expect similar demands this time, especially for African assets.

2. The Coal Problem: Glencore owns massive thermal coal assets that Rio Tinto probably doesn’t want. Most expect Glencore to spin off coal in a tax-free transaction before any merger - which would be ironic given Trump’s “coal is coming back” rhetoric. Glencore shareholders previously voted to keep the steelmaking coal assets as they offer strong recurring cashflows to fund expansion projects.

   

3. The Valuation Problem: Rio Tinto’s Australian shares fell 6.4% when talks were announced, suggesting shareholders think Rio might overpay. Glencore shares jumped 10%, suggesting the opposite. Someone is going to be disappointed.
   

   

Under UK takeover rules, Rio Tinto has until February 5, 2026 to either make a formal offer or walk away. That’s about two weeks from now as of this writing.

The enterprise value could exceed $260 billion, which would make this one of the largest M&A deals in history, surpassing Vodafone’s $183 billion acquisition of Mannesmann in 2000.

As a former mining junky myself, I think this deal has better odds than the previous attempts, but it’s far from certain.

If Rio can structure it as a nil-premium or low-premium merger (as some reports suggest Trott is considering), shareholder resistance might ease. If they have to pay a 20-30% premium to Glencore shareholders, it’s going to be a tough sell.

Either way, we’ll know in a few weeks whether mining gets its mega-merger or if Rio and Glencore go back to their respective corners for another year.

_{NEWS ROUNDUP}

Top Reads

• These are the potential IPOs of 2026

• Big Pharma enters 2026 with appetite for deals at JPMorgan Healthcare Conference

• JPMorgan M&A head says 2026 could be banner year as CEOs seek safety in scale

• Global M&A volumes hit $3 trillion in 2025, up 33% YoY with 45 mega deals over $10 billion

• Bain reports 2025 marked second-highest M&A total on record at $4.8 trillion

• Private equity firms increasingly confident with 86% feeling confident in Q4 vs 48% in Q1

• Anglo American-Teck Resources $53 billion copper merger nearing completion

_{STAR SPANGLED M&A}

Manifest & Acquisitions

With the U.S. claiming $17.3 trillion of oil simply because it wanted to, it got me thinking about what other fun M&A opportunities might exist for the country.

I mean, now is the time to buy. With $17.3 trillion of oil under Marco Rubio’s control, we can pay down half of our national debt and have a nice deleveraging story. Plus, our stock market is at an all time high and allegedly we are earning billions in tariff revenues. Put all that together and we are in a solid position to buy something.

If anyone in the US government is reading this. I expect a left lead position on this deal since I didn’t get one on Netflix x Warner Bros.

1. Acquisition of Greenland via a bilateral negotiation with Denmark

   1. Deal Value: $500 billion - $1 trillion

   2. Thesis: Horizontal integration of the Arctic Circle through the strategic acquisition of a stranded asset providing near term value through its significant natural resource endowment and upside potential through control of Arctic shipping lanes.

   3. Investment Highlights:

      1. Significant Natural Resources: Greenland isn’t just some poorly named icy rock in the middle of the ocean, it is a natural resources vault. It has significant deposits of rare earth minerals, uranium, and an estimated 31 billion barrels of oil. An acquisition of Greenland could break the Chinese monopoly on rare earth minerals and secure the supply chain for everything from the iPhone I’m writing this on to the F35s we may have to send to persuade Denmark.

      2. Geographic Synergies: Greenland is a stranded asset for Denmark. At its narrowest point, it is only 16 miles from Canada’s Ellesmere Island, yet is 2,200 miles from Copenhagen. Immediate cost synergies can be achieved by reducing travel expenses to and from the world’s largest island. Unlike many other deals we saw last year, these synergies don’t require any LinkedIn updates.

      3. Upside Potential: As the Arctic ice melts, Greenland has a front row seat for a new Polar Silk Road, which could be a critical trade path with access to both Russia and China.

      4. Strong Relationship with Existing Owner: The US has a strong history of M&A with Denmark following its acquisition of Virgin Islands from Denmark back in 1917 for $25 million in gold. Given this history, there is potential for favorable negotiations between the counterparties.

      5. Significant Value to Seller: Denmark only has a GDP of $460 billion, which is smaller than the State of Minnesota, so a windfall of $500 billion would be a significant benefit to the Nation, and may motivate them for a sale. By comparison, the US spends about $500 billion per month, making this a relatively immaterial drop in the bucket for our spending.

2. Acquire Canadian Provinces in exchange for Maine and Detroit Lions

   1. Target Assets: Alberta and Saskatchewan

   2. Consideration: Maine and the Detroit Lions

      1. Maine is already close to Canada and it is the 44th / 50 states by GDP, making it something we can live without.

      2. The Lions offer the same appeal as the Maple Leafs. Something to cheer for because of pure delusion, which appears to be popular in Canada.

   3. Thesis: Strategic carve out of the two Canadian provinces that are actually productive, which would reduce regulatory friction and secure total commodity dominance. Potential consideration around redrawing of borders and logistical complications with the stranding of British Columbia must be considered.

   4. Investment Highlights:

      1. Operational Synergies: Alberta’s oil sands and Saskatchewan’s high-grade uranium are the missing pieces for a self-sufficient US grid. By bringing these provinces into the domestic fold, it would eliminate border frictions that cause capital flow issues between the US and Canada. This is a white knight opportunity for the people of Alberta and the six moose who live in Saskatchewan.

      2. Commodity Monopoly: The US can immediately bolt on Alberta to its recent acquisition of $17.3 trillion worth of oil from Venezuela and its existing oil production, cementing itself as the dominant oil producer in the world. Additionally, Saskatchewan produces 35% of the world’s potash, which would put the US as a leader in the global food market as well (though we may eat our own supply).

      3. Limited Upfront Consideration: By trading Maine and the Detroit Lions, the US effectively loses nothing while gaining Canada’s third largest province by GDP in Alberta.

      4. Amenable Seller: It’s Canada. Just say please and they will apologize for making us pay anything. Disclaimer, I am a dual citizen of Canada, so I know this is true.

      5. Limited Business Interruptions: Given the geographic proximity of Alberta and Saskatchewan to the US and each other, integration will be relatively straightforward. Additionally, there is no language barrier between the US and Canada (except for the unfortunate souls in Quebec), which would also facilitate a smooth transition.

3. Re-Acquisition of the Panama Canal

   1. Deal Size: $25 - $45 billion

   2. Thesis: Infrastructure roll-up to ensure 100% supply chain sovereignty over the most critical artery of trade in the Western Hemisphere and remove Chinese influence.

   3. Investment Highlights:

      1. Supply Chain Security: 40% of US container traffic passes through the canal, an acquisition would secure a critical path for US bound goods.

      2. Existing US Support in Region: In March 2025, BlackRock led a consortium to acquire numerous ports from CK Hutchison, including those at Balboa and Cristobal.

      3. Extensive Knowledge of the Asset: The US built the canal and managed its P&L until 1999, so this would be a re-acquisition.

      4. Limited Capital Requirement: $25 billion is a rounding error on the US federal budget. The TSA once spent $25 billion on security scanners in airports that were so bad they were outlawed in Europe, so I think we can find the money for this one.

4. Take Private of the Bahamas

   1. Deal size: $50 billion

   2. Thesis: Similar to some micro cap companies, a country with a GDP on par with that of Boone County, Kentucky cannot support being a standalone country. Furthermore, this acquisition would onshore ~$3 trillion of capital and captures massive tax revenue leakages.

   3. Investment Highlights:

      1. Onshoring Offshore: Brings the 700+ islands under the US flag and onshores an estimated $3 trillion in capital that currently sits there.

      2. Immediate Revenue Synergies: By eliminating or reducing the tax favorability of the Bahamas, the US treasury can capture an immediate windfall. These proceeds can support further deleveraging.

      3. Tourism Integration Reduces Leakage: 80-90% of the tourism to the Bahamas is from US travelers. Bringing this travel in house would prevent leakage and make travel easier as it becomes domestic.

      4. Existing Island Knowhow: The US has island states and territories, offering a clear framework for how to manage a state off of the mainland.

That’s my sovereign M&A targets for you. If you or someone you know is able to facilitate these deals, reach out to us. Our crack intern can start putting together some star spangled marketing materials worthy of these yuge deals. Please note we only accept left lead positions but we are flexible on fees and can be creative in our compensation structure (I will take an island just not Greenland).

_{PRESENTED BY 9FIN}

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Built on 10 million+ data points across leveraged loans, private credit, and structured products, 9fin brings transparency to markets that traditionally operate in the dark. With 20+ years of historical deal data, following their Bond Radar acquisition, you get a complete view of market dynamics in one platform.

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_{NEWS ROUNDUP}

Top Reads

• SoftBank Invests $41 billion in OpenAI

• Apollo sells Coinstar in surprise deal

• Sapporo sells real estate arm to KKR & PAG for $3 billion

• BP sells 65% stake in Castrol for $6 billion

• Coursera to acquire Udemy for $2.5 billion

• Biomarin acquires Amicus for $4.8 billion

• Indian KFC & Pizza Hut operators merge in $934 million deal

• Bain Capital acquires Echo Marketing for $150 million

• Netflix close to buying Warner Bros

_{DEAL OF THE MONTH}

Game of Thrones - A Song of Networks and Streams

Years after Game of Thrones ended, Warner Bros finds itself in the middle of its own game as it becomes the hottest takeover target on the Street.

On Dec. 5, Netflix announced it had agreed to buy WBD’s TV and film studios and the HBO Max streaming service for about $72 billion in equity value, or $82.7 billion including debt, which is an eye-popping 14.3x 2026E EBITDA (including synergies).

The cash‑and‑stock offer will give each WBD shareholder $23.25 in cash plus roughly $4.50 of Netflix stock per share, valuing the stock at $27.75, a cool 121% premium to WBD’s price before rumors emerged.

Netflix expects $2 billion - $3 billion in cost savings (that’s a lot LinkedIn updates) within three years. In fact, the CFO of Netflix even said that a majority of the $2.5 billion of synergies would come from SG&A reductions on the announcement call.

The deal hinges on WBD spinning off its Discovery Global networks by Q3 2026, but regulators are already sharpening their pencils: antitrust experts warn of major pushback given Netflix’s dominance. 

Investors liked the concept (shocking that a 120% premium was enough). WBD shares rose 3.2% while Netflix slipped 0.2%.

But not all romances play out like they do in the movies…and this break up could cost ~$3 billion.

Who is our other suitor? Paramount Skydance. 

On Dec. 8 it lobbed a $30‑per‑share all‑cash offer, which is roughly $108 billion including debt, financed by Jared Kushner’s Affinity Partners, Middle Eastern sovereign wealth funds and backstopped by the Ellison family. 

Paramount claims its bid offers WBD investors $18 billion more cash than Netflix’s proposal and promises fewer regulatory headaches and a rosier future for Hollywood.

WBD’s board said it would evaluate the offer but urged shareholders to take no action yet. The premium is genuinely offensive – 139% over WBD’s pre‑rumor price – and the market reacted accordingly: WBD shares jumped another 5.3%, Paramount’s rose 7.3%, and Netflix slid 4%. 

The market has made it clear that Netflix must up its price, with shares now trading just shy of $30 per share. Implying that Paramount is the leading bidder until Netflix comes back with something better.

Paramount touts potential synergies of about $6 billion, but Netflix’s co‑CEO has cheekily asked where those synergies come from (“cutting jobs?”)…but you know, glass houses. 

Antitrust hawks say a Paramount‑WBD tie‑up would be a “five‑alarm fire” given the combined broadcast and cable footprints, while the Netflix deal would consolidate streaming and studio assets. So really, the only people winning here are the lawyers.

Wall Street now has front‑row seats to a rare, high‑stakes auction playing out on their Bloomberg terminals rather than the Silver Screen.  

Netflix’s offer mixes cash and stock and offers a safety net in the breakup fee; Paramount’s is bigger and all‑cash but relies on political favor and Gulf capital. 

Netflix says bundling HBO Max with its streaming service will lower subscription costs and create more jobs, whereas Paramount argues its takeover would safeguard theatrical releases and support Hollywood unions. 

Expect months of lobbying, Senate hearings and industry hand‑wringing. For now, the only clear winners are M&A bankers, lawyers, and anyone who bought WBD before it shot up.

_{PRESENTED BY F2}

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Used across private credit, private equity, commercial banking, and investment banking. Teams evaluate deals 75% faster while maintaining the standards investment committees demand.

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_{NEWS ROUNDUP}

Top Reads

• KKR to acquire majority stake in Arctos

• SoftBank eyes acquisition of DigitalBridge

• China Investment Corporation eyes sale of $1 billion of US PE stakes

• Goldman acquires Industry Ventures for $665 million

• SpaceX eyes largest IPO ever in 2026

• NAVER acquires Dynamo for $10.3 billion

• Apax acquires Yad2 for $950 million

• The Baldwin Group acquires CAC Group for $1 billion

• Companies the US might take a stake in

_{STRATEGIC DEAL OF THE MONTH}

M&A Just Got A Little Bit Heavier

M&A has already been plus sized this year…but now plus sized is taking on M&A. After all, who doesn't prefer a Lizzo ad to a Sydney Sweeney ad?

Destination XL Group and FullBeauty Brands inked a merger of equals that will create one of North America’s largest plus‑size apparel retailers.

The deal produces the unambiguous heavyweight champion of big and tall retail. Not “inclusive.” Not “size-diverse.” Just big. Very big. The combined company will sell jeans, shirts, and athleisure to a customer base that has never once worried about European sizing.

The all‑stock deal will see FullBeauty shareholders own a voluptuous 55% of the combined company and DXL investors getting a diluted to an anemic 45%.

Together, the companies generated about $1.2 billion in net sales over the last year and expect $25 million in annual cost synergies by 2027. Adjusted EBITDA was roughly $45 million, implying the merger could lift EBITDA to around $70 million once synergies kick in. 

The combined firm will operate 296 stores and command a database of 34 million households, giving it scale to negotiate better sourcing and launch new brands.

Strategically, this is more than just economies of scale. DXL dominates Big & Tall menswear, while FullBeauty runs inclusive-sizing brands like Woman Within and Roaman’s.

Together, they aim to capture the growing market for plus‑size clothing at a time when body positivity is booming and GLP‑1 weight‑loss drugs are turning customers into shape‑shifters. 

DXL shares have also been hammering Ozempic, down roughly 58% year to date and trade at about $1.56, giving it a market cap of just $62 million – so partnering with FullBeauty, which emerged from bankruptcy in 2019, offers a lifeline.

This tie‑up proves size matters in more ways than one. Between Ozempic customers buying new wardrobes and plus‑size shoppers demanding more choice, DXL and FullBeauty are betting that bigger can indeed be better.

If the synergy math doesn’t work out, at least investors can console themselves by calculating just how many elastic waistbands you can buy with $25 million.

_{INTN’L DEAL OF THE MONTH}

Vodacom Phones a Friend

I think we call all agree there are certain industries that we forget exist from time to time. For me, that one is usually telecom. I have AT&T, so I have accepted the fact that the odds of my phone working anywhere are less than 50%, and I just live life like that.

Every once in a while, though, the telecom industry decides not to completely phone it in and announces a deal that reminds you it’s still alive. I mean, just look at how fun this transaction structure diagram is!

Vodacom is acquiring an additional 20% stake in Safaricom for ~$2.1 billion, bringing its total stake to just under 55%. The deal is being struck at 6.9x TEV/2026E EBITDA and is being financed by term debt.

Interestingly, Vodacom is not pitching this as a home run by any means. It is acknowledging that the returns will only be neutral to accretive, with EPS only turning accretive in 3-5 years.

Now I am sure most of you don’t care about Vodacom acquiring more shares in some random African telecom company, but these guys spit off margins that make European and American telecom companies look like charities.

One of the key drivers is M-Pesa (Safaricom’s mobile money platform) which processes billions in transaction volume, touches everything from rent to remittances, and operates with regulatory protection that fintech founders can only dream about.

Vodacom increasing its influence here isn’t flashy, but it’s smart.

The market treated it accordingly, with Safaricom shares steady to up and Vodacom investors are quietly reminded that boring emerging market infrastructure often beats whatever AI adjacent nonsense is trending this week.

This isn’t a growth story, it is a control story. Those tend to age way better.

_{DEAL OF THE MONTH}

Kimberly-Clark Swallows Kenvue

Mega-deals are so back. So put on your diapers and pop some Tylenol because we have ~$49 billion of value to create here.

Kimberly‑Clark, maker of Huggies diapers and Kleenex tissues, will acquire consumer‑health company Kenvue in a cash‑and‑stock transaction valued at $48.7 billion.

Kenvue shareholders will get $3.50 in cash plus 0.14625 Kimberly‑Clark shares per Kenvue share, equating to roughly US$21.01 per share, with Kimberly‑Clark shareholders owning about 54% of the pro forma company.

By the way - the acquisition price is 14.3x LTM EBITDA. I think Kimberly-Clark shareholders are going to need some Tylenol (and maybe Huggies and Kleenex) to cope with that premium.

Once the diapers are changed in the second half of 2026, the merged company will have about $32 billion in annual revenue and US$7 billion in adjusted EBITDA.

The rationale makes sense, Kenvue boasts ten brands that each generate more than US$1 billion in annual sales, from Neutrogena skin care to Tylenol pain relievers, and the pro forma company will jump up to right below P&G in terms of revenue.

It is not just investors who may need some Kleenex, however. I doubt this was included in the pitch deck, but Kimberly-Clark has a self-proclaimed “Relentless Culture of Cost Discipline”.

That’s all well and good until you realize that the company focused on cost discipline sees $1.9 billion of cost synergies coming as part of the deal. I mean, they literally mention de-duplicating roles across in two buckets that account for 70% of their estimated cost synergies.

Yea, that’s a lot of LinkedIn updates coming down the pipe, but hey, at least they may have to purchase some extra products while they do it. I wonder if that also made it into the synergies calc…

Kimberly Clark shareholders have been having a rough go of it recently, with the share price down 23% in the past 6 months. A majority of that fall came when the company announced earnings and the acquisition back-to-back. I’d probably be putting on some Huggies if I were long KC right now.  

Kenvue’s share price over the past 6 months is equally as horrific, down ~27% including the acquisition bump.

This is primarily due to the political noise around Tylenol recently, however. The acquisition did cause a ~12% jump in share price, though the company is still not trading anywhere near the acquisition price. Likely this is due to a large amount of perceived risk in the transaction and probably some legal overhang on the Tylenol front.

This one will be fun to watch due to the political nature of Tylenol after the Trump administration linked it to autism. At least the Kenvue shareholders will get some Kleenex (and a nice premium) to ease some of their share price pain since the Administration’s announcement.

_{PRESENTED BY 9FIN}

The Debt Market Platform PE & Credit Teams Rely On

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9fin tracks deal flow in real time, from direct-lender mandates to covenant packages and pricing trends, and pairs it with industry-leading BDC research covering non-accruals, watchlists, and quarterly performance.

Built on 10 million+ data points across leveraged loans, private credit, and structured products, 9fin brings transparency to markets that traditionally operate in the dark. With 20+ years of historical deal data following our Bond Radar acquisition, you get a complete view of market dynamics in one platform.

They're giving the Buysiders audience exclusive access to a free 30 day trial. Click below to get started, and see how 9fin keeps you ahead of every market move.

_{NEWS ROUNDUP}

Top Reads

• DigitalBridge raises $12 billion for AI infrastructure

• Clearlake sells Concert Golf to Bain Capital for $1.3 billion

• Clayton, Dublier & Rice takes Sealed Air private for $10.3 billion

• Warburg Pincus raises $12 billion in first close of its global PE fund

• KKR seeks $15 billion for 5th Asia fund

• Real Madrid seeks over $1 billion from PE firms to keep up with rival teams

_{STRATEGIC DEAL OF THE MONTH}

Coeur’s New Golden Ticket

While there is no food deal (maybe for the best coming out of Thanksgiving), the mining industry decided to give me a little early Christmas gift with a gold deal popping up in late November.

So, it’s time to get our hands dirty once again because Coeur Mining has agreed to acquire Canada’s New Gold in an all‑stock merger that values the target at roughly US$7 billion.

Each New Gold share will be exchanged for ~0.5 Coeur shares, implying a value of US$8.51 per share and a16% premium.

When the dust settles in the first half of 2026, Coeur shareholders will own about 62% of the combined miner and New Gold investors roughly 38%. Coeur is paying around 8.7x New Gold’s EBITDA. Not bad for a mining deal, though it is no 21x like we saw a few weeks ago.

So what’s in the pan besides glitter?

By combining New Gold’s Rainy River and New Afton mines with Coeur’s five operating pits, the enlarged group expects to churn out 20 million ounces of silver, 900 thousand ounces of gold and 100 million pounds of copper next year.

The pro forma company will generate around US$3 billion of EBITDA and US$2 billion of free cash flow in 2026 with more than 80% of revenue will come from stable U.S. and Canadian operations.

The combined company aims to climb into the top ten precious‑metals producers and plans to use the extra cash to extend mine lives and fund exploration.

As we do with all of these deals, you have to look at the share price moves in the context of gold price moves.

Gold prices are up ~6% over the month, with Coeur and New Gold up 12% and ~14%, respectively. Meaning there is some noise outside of the gold price moves that can be attributed to the acquisition. I guess you could say these companies may have hit the motherlode with this one.

Executives are pitching the merger as a “free cash machine,” yet the real question is whether combining a bunch of mid‑life mines turns you into King Midas or just gives you carpal tunnel from all the pan‑shaking. Consolidation in the mining industry is common, and it does not always work.

Investors seem intrigued, but don’t start polishing your bullion bars or ordering matching prospecting hats quite yet. This one is not a guaranteed home run. It is being done when gold prices are relatively high, which means everything needs to go right for this to pan out.

_{SPAC DEAL OF THE MONTH}

SPACs Get Juiced Up

How I feel jumping in my local pool

Listen, I was a college athlete and I totally could’ve gone pro if not for my shoulder injury…or was it my knee…or my elbow? Jokes aside, I was a college athlete - though no where near a professional level - and like every athlete I once had Olympic dreams…that were quickly crushed.

There is some much the Olympics do right…but the one thing that is missing is that you never get to see the true upper limit of human potential. I mean Usain Bolt is ridiculous. Michael Phelps is the greatest to ever do it. Hell we’ve even seen investment bankers win Olympic golds in rowing. If that isn’t enough, we have even seen Eddie Hall deadlift 500kg (over 1,000lbs) while ~allegedly~ not on steroids (I know that wasn’t an Olympic event, but it was still an absurd feat).

But what could these guys do if they could ~officially~ enhance their performance. How much could a human pick up? How fast could they sprint? How high could they jump?

Well, the Enhanced Games has a $1.2 billion answer to that question. 

Enhanced is going public via a SPAC merger with A Paradise Acquisition Corp. SPAC’s are confusing, but the short version is that in addition to the merger into the SPAC, Enhanced could get up to $200 million of cash as a part of the deal, depending on redemptions.

In addition, there is also a $40 million private placement that will be consummated immediately prior to the transaction.

In an email to investors, Enhanced CEO Maximilian Martin likened the opportunity to the ability to invest in UFC in 1993 or Wrestlemania in 1985.

One of Enhanced’s largest shareholders - Aperion Investment Group - also entered into a support agreement as part of the transaction, and the founder of Aperion / chairman of Enhanced expressed his excitement about the transaction on LinkedIn (which of course made EDGAR).

While the SPAC mechanics are messy, one thing is clear. Enhanced is here to stay, and it plans on making a name for itself at its inaugural event in May 2026 in Las Vegas.

Who knows, maybe this business combination is just the juice Enhanced needed to fully take off. All I know is that I am excited to see what true human potential looks like.

_{DEAL OF THE MONTH}

Shingle All The Way

Roofing accessories and rainware aren’t exactly subjects that light up Wall Street chat rooms. I mean, how many people do you know getting excited about another generic industrials deal? But they’re solid businesses when the housing market holds up (someone hold my Jenga blocks).

Gibraltar is making a bet that the housing market remains rock solid (good thing Michael Burry just retired) and has agreed to buy OmniMax International from Strategic Value Partners for $1.335 billion in cash.

OmniMax sells the gutters, flashing, and trims that keep your house dry and your HOA happy. Its estimated 2025 adjusted EBITDA of $110 million, so the purchase price reflects an effective multiple of 8.4x when you consider the $35 million of cost savings and ~$100 million of tax benefits. That is certainly a full valuation. 

To bring the companies under one (shingled) roof, Gibraltar is levering tf up. The financing includes a $1.3 billion new term loan and an upsized $500 million revolving credit facility, juicing leverage up to 3.7x EBITDA.

Like all good management teams though Gibraltar claims to have a path to deleverage in 2 years. It just might be a bit…rocky.

Gibraltar’s shareholders were less than bullish on the thesis and the story, causing shares to slide 37.5% over the month and are down ~25% since announcement.

All in all, it looks like it was a better day to be a banker than the head of Corp Dev at Gibraltar, so a good job to all the advisors on the deal who got this one out of the pitch deck and into the board room… although the 25% share price drop was probably not in the market materials.

PS: I would like to give a special shout out to the BofA GIG analyst who worked tirelessly to see this one through. Good effort.

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_{STRATEGIC DEAL OF THE MONTH}

The Little Search Engine that Could

After a massive fumble with Figma, Adobe is back in the M&A world this time targeting SEO.

The software giant has agreed to buy digital marketing platform Semrush for $12/share in cash, valuing the company at $1.9 billion, or 77.5% premium to its pre-announcement price. Someone wanted to make up for missing out on Figma…

As you know by now, the price is below the $12/share threshold to leave some room for the deal not to close

Semrush has had a good run admittedly, with massive revenue growth over the past few years culminating in a 30% CAGR since Q3’19.

Adobe is paying roughly 21x ARR. Fun fact, it is also paying 1x per use of the word “AI” in Semrush’s latest presentation…but I am sure that fact didn’t make the board meeting.

Adobe shareholders responded a bit less positively (maybe because they knew they were overpaying), with its stock falling 6% over the past 5 days, down almost 2% on announcement day.

Whether this take ages like milk or like a fine wine remains to be seen, but generally speaking, paying 21x for anything certainly means the business must perform perfectly to hit your underwriting model. What is clear is that Adobe’s head of Corp Dev does not want to miss out on the next Figma, and they are willing to pay up to get there.

_{INT’L DEAL OF THE MONTH}

Power to the Chips

If you own shares of a company that makes heat sinks, you may want to sink into your nearest chair.

Eaton just announced a deal to buy Boyd Corporation’s thermal business from Goldman for $9.5 billion, or a MIND BOGGLING 22.5x Boyd’s 2026E EBITDA. I don’t know about you, but I have never met a seller model that had a conservative NTM EBITDA estimate…

This is Eaton’s fourth deal this year - guys, if you are just looking to deploy some dry power, I know a newsletter that is open to a 22.5x valuation - and its largest to-date.

Goldman bought Boyd alongside Chinese sovereign fund CIC for ~$3 billion in 2018, so this has been a long hold already. With that in mind, carving off the thermal business and clearing north of a 3x on your all-in purchase price has to feel pretty good.

What this deal does make clear is that even if you want to debate the multiple, in a world where kids will use ChatGPT to figure out if they should tie their shoes today, GPUs are running hotter than your laptop after a day of modeling. That means liquid cooling isn’t just a luxury anymore, it’s a necessity.

Is there an AI bubble? Maybe. Nvidia just beat earnings so everyone is out there asking what bubble, but we have two deals in this newsletter clocking in over a 20x multiple because they say AI … so you tell me what bubble.

_{NEWS ROUNDUP}

Top Reads

• Blackstone sells NIBC Bank to ABN Amro for $1.1 billion

• PE Firms pile into European Energy as AI data centers boost demand

• Skims hits a $5 billion valuation after raising $225 million

• Boyu Capital Markets acquires majority stake in Starbucks China at a $4 billion valuation

• Monarch makes first European investment with 38% stake in FC Viktoria Berlin

• Chryscapital raises $2.2 billion in India’s largest homegrown PE vehicle

• xAI looks to raise $15 billion at $230 billion valuation 

• Fed decision on interest rates comes on December 10

_{PE DEAL OF THE MONTH}

Denny’s Hits a Grand Slam

Late‑night diners are apparently the hottest asset class. Denny’s Corporation struck a deal to go private in an all‑cash transaction valued at about $620 million. (And no, not by Roark finally!)

Shareholders will receive $6.25 per share, a 52.1% premium to the pre‑announcement close and 36.8% above the 90‑day volume‑weighted average (do I smell overpayment or is that my bacon burning?).

The buyout group is an eclectic trio: TriArtisan Capital Advisors, the private‑equity firm behind P.F. Chang’s and other full‑service dining concepts; Treville Capital Group, an alternative‑asset manager with a knack for bespoke financing; and Yadav Enterprises, which runs about 550 restaurants and is one of Denny’s largest franchisees.

The board launched a broad auction, contacting more than 40 potential buyers before deciding that the TriArtisan‑led offer maximized value (shocking that the 52% premium offer got approval).

Management said the consortium’s restaurant know‑how and access to capital outweighed other bids and that the cash price provides certain value for shareholders (once again, like a 52% premium).

It’s pretty clear why the 71‑year‑old American staple has attracted private‑equity interest. Denny’s derives 96% of its revenue from franchised restaurants.

It also enjoys an off‑premises sales mix of ~20% and aims for 5% to 7% adjusted EBITDA growth with 3% net unit growth, partly through its newer Keke’s breakfast chain.

Yadav, which has a 30‑year track record operating Denny’s franchises, will bring operational expertise, while TriArtisan will leverage its experience with P.F. Chang’s and other brands to invest in digital ordering and off‑premises capabilities. Because who doesn’t want a lukewarm grand slam breakfast delivered?

CEO Kelli Valade said the company had made progress across both brands but saw the sale as a way to deliver “significant, near‑term and certain cash value” to shareholders. Hard hitting analysis at a 52% premium.

Only time will tell if TriArtisan is cooking or getting cooked.

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_{NEWS ROUNDUP}

Top Reads

• Apollo Global Management will invest $6.5 billion for a 50% stake in the world's largest wind farm

• Barclays acquires Best Egg for $800 million

• Plymouth Industrial REIT taken private by Ares and Makarora for $2.1 billion

• Blackstone partners with Humain for $3 billion data center venture

• Thermo Fisher acquires Clario for $8.9 billion

• Arlington Capital raises $6 billion defense fund focused on national security

• KKR revives bid for Costa Coffee as Coca-Cola weighs sale

• Andreessen Horowitz aims to raise $10 billion to back AI and defense tech start-ups 

• Florida to acquire billionaires from New York?

_{STRATEGIC DEAL OF THE MONTH}

You’ve Got (Bent) Mail

Usually bending spoons is a parlor trick reserved for bad magicians and the psychic your marketing girlfriend sees because Mercury is in retrograde, but in this case it’s also AOL’s lifeline.

Bending Spoons, the Milan‑based tech studio behind Evernote and Remini, reached a deal to acquire AOL from Yahoo and arranged $2.8 billion in debt financing to pay for the purchase and fuel further R&D and M&A.

People familiar with the matter peg the purchase price at around $1.4 billion, leaving plenty of dry powder to overhaul the 1990s stalwart and maybe resurrect those classic trial CDs.

The financing is split between Term Loan A and Term Loan B facilities plus a new revolving credit line and is backed by a syndicate that reads like a Davos seating chart: Banco BPM, BNP Paribas, Crédit Agricole CIB, Goldman Sachs, HSBC, Intesa Sanpaolo, JP Morgan, Mitsubishi UFJ, Mizuho, Société Générale, UniCredit and Wells Fargo. 

CEO Luca Ferrari calls AOL “iconic” and notes it still boasts about 30 million monthly and 8 million daily users, ranking among the top ten email providers. Remember your AOL screenname from 10 years ago? I don’t.  

Bending Spoons plans to invest heavily: the company never sells the businesses it buys and typically overhauls their technology, redesigns the interface, accelerates feature releases and optimizes marketing and monetization.

Its portfolio already includes Brightcove, Evernote, WeTransfer, Komoot, Meetup, Remini and StreamYard, and together these products serve over 300 million monthly users and 10 million paying customers.

With AOL expected to close by year‑end 2025, Ferrari says the acquisition “strengthens our ability to continue acquiring and transforming digital businesses worldwide with a long‑term view,” adding that the support of so many banks endorses Bending Spoons’ strategy.

There is speculation that a U.S. listing could be next, but for now the only bell ringing you’ll hear is the iconic “You’ve Got Mail” greeting.

_{DEAL OF THE MONTH}

Frack to the Future

All cowboys love a shootout, even the shale ones.

This week’s high noon standoff involved SM Energy and Civitas Resources. They unveiled a stock‑for‑stock merger valued at about $12.8 billion, including debt, to forge one of the largest independent oil producers in the Permian Basin.

Civitas shareholders will receive 1.45 SM shares for each Civitas share, leaving them with roughly 52% ownership of the combined company and valuing their holdings at around $30.29 per share, a modest 5% premium.

The exchange ratio left some on Wall Street scratching their heads: SM shares slid nearly 6% while Civitas barely budged.

Let’s do a little drilling on the transaction to understand why the Street maybe didn’t love this one.

On a pro‑forma basis the combined company will pump 526 thousand barrels of oil equivalent per day, hold 1.476 billion barrels of proved reserves and spend about $3.2 billion in 2025 capital expenditures.

Net acreage will swell to 823,000 acres across the Permian, DJ, Uinta and South Texas basins, giving the duo scale in nearly every high‑return shale play.

CEO Herb Vogel will helm the ship until his planned retirement in March 2026 (talk about going out with a bang), when Civitas chief Beth McDonald takes the reins.

Scale isn’t the only prize. The companies estimate annual cost synergies of $200 million to $300 million by 2027 across three buckets: trimming overhead and general & administrative expense, wringing efficiency from drilling and completion operations, and lowering the cost of capital.

Roughly $70–$100 million in attributed to corporate overhead savings, $50–$75 million from drilling and operational efficiencies and $25–$30 million from cheaper financing (RIP private credit).

Those savings will help fund a debt diet and sustain SM’s fixed $0.20 quarterly dividend while preserving a $500 million share repurchase program, with a goal of driving net leverage down to 1.0x by 2027.

Management insists the combination will improve trading liquidity and broaden the investor base, setting up the new company as a top‑ten independent E&P producer. Still, the market’s not buying the “bigger is better” story just yet. Execution will be key, especially as integration risk looms and oil prices stay volatile.

With production poised to soar and a cash‑flow gusher, the only thing bigger than this merger might be the year‑end party… cowboy boots and hat optional.