Deal Case Studies
29 real deals.
Every figure traced to a filing.
Fairness opinion decks, merger proxies, prospectuses, and term sheets, walked through the way an investment banking analyst actually builds them. Nothing here is summarized from secondhand coverage: every number is cited to a specific SEC filing with its CIK, form type, and date.
Why these exist
Most finance career content explains what a DCF is. Almost none of it shows you a real one, delivered to a real board, on a real deal, with the banker's own hedging language intact. That gap exists because the documents are genuinely hard to find and slow to read, not because they are secret. Schedule 13E-3 filings, DEFM14A merger proxies, and 424(b)(5) prospectus supplements are all public, and they contain the actual deliverables analysts and associates spend their nights building.
Each case study below works from those primary documents. Where a figure is management's own projection rather than an audited number, or a banker's own characterization rather than an independent finding, the piece says so. Where the deal later went badly, or a court disagreed with the price, that is included too, because the outcome is usually the most instructive part and the one a pitch-deck summary always leaves out.
Mergers & Acquisitions
Buy-side and sell-side fairness processes, deal protections, and one merger the government blocked outright.
The View From the Acquirer's Side: Inside Pfizer's $43B Buyout of Seagen
How a strategic acquirer structures, prices, and de-risks a mega-deal when it never needs its own shareholder vote to close it.
When the Government Says No: JetBlue's $3.8B Bid for Spirit Airlines
A real bidding war, a signed deal, a DOJ antitrust lawsuit that won, and a target whose standalone future turned out worse than either side argued.
The View From the Target's Boardroom: Seagen's Sell-Side Process With Centerview
How a target board runs a fairness process and negotiates deal protections against its own future regret.
The Deal With Two Prices: Roark Capital's Earn-Out Purchase of Subway
Private equity buying a family-owned franchise giant, where the headline price and the real minimum price are two different numbers.
Structuring a Cash-and-Stock Deal: Goldman Sachs and J.P. Morgan on VMware's $61B Sale to Broadcom
How two banks modeled a mixed cash-and-stock election with proration, doubling the modeling workload versus an all-cash deal.
Two Banks, One Deck Each: Goldman Sachs and J.P. Morgan on Twitter's $44B Sale to Elon Musk
How a dual-advisor structure actually works: two independent banking teams, two full valuation stacks.
One Bank, One Board: Allen & Company's Fairness Opinion on Microsoft's $69B Activision Blizzard Deal
A single-advisor sell-side mandate, contrasted against bulge-bracket, multi-advisor deals.
Inside the Deck: How Lazard and Evercore Built the Fairness Opinions for Tesla's $2.6B SolarCity Deal
A related-party merger where Musk sat on both sides of the table, showing exactly what an analyst, associate, VP, and MD each do to build a fairness opinion.
Leveraged Buyouts & Take-Privates
Real capital stacks, sponsor return math, and going-private processes run against a controlling shareholder.
Inside 'Project Dallas': The DryShips Going-Private Deal, Page by Page
A page-by-page walkthrough of a real Evercore fairness-opinion deck, the exact kind of deliverable IB analysts build.
From SPAC to Sold: The Golden Nugget Online Gaming Story, Told Through Two Banker Decks
A Tilman Fertitta gaming asset goes public via SPAC, then sells to DraftKings 18 months later in a related-party deal.
Inside 'Project Denali': How Michael Dell Took His Own Company Private for $24.9 Billion
The real J.P. Morgan fairness deck, the Icahn proxy fight, and the Delaware appraisal ruling that said the price was too low.
When the Landlord Buys the Rest of the Building: Brookfield's $2.8B Takeover of Rouse Properties
An unsolicited bid from a 33% shareholder, and the fairness deck that pushed the price up before a majority-of-the-minority vote.
Anatomy of a Modern LBO: Hellman & Friedman and Permira's $10.2B Take-Private of Zendesk
The actual capital stack, and a dissident shareholder who did the sponsor-return math in public.
Real Estate Meets Financial Engineering: Blackstone's $12.8B Take-Private of American Campus Communities
Why a REIT going private is financed and evaluated by NAV, not DCF, differently from a SaaS or industrial buyout.
The Buyout That Got Cheaper Mid-Deal: Thoma Bravo's $10.4B Take-Private of Anaplan
A signed LBO, a SaaS multiple selloff, and the rare disclosed mechanics of a buyer renegotiating price down after signing.
The Deal Structure With No Public Cap Table: How Independent Sponsor Transactions Actually Work
A structural deep-dive on fundless-sponsor PE deals: the capital stack, the three-part sponsor compensation model, and board control, sourced from aggregated industry survey data.
Capital Raises: ECM, DCM & Private Placements
How bonds get priced in an afternoon, how a biotech turns an FDA win into runway, and what a private placement does that a public raise cannot.
Inside a $875 Million REIT Bond Deal: How Public Storage Priced Two Tranches of Debt in One Afternoon
A real DCM term sheet walked through line by line: pricing mechanics, syndicate structure, and the swap overlay behind an A-rated REIT bond deal.
Anatomy of a Biotech Follow-On: How Larimar Therapeutics Turned an FDA Win Into a $107.6M Raise in 72 Hours
A real equity capital markets raise walked through step by step: the FDA catalyst, the launch, the upsize, and the four-tier syndicate.
Peloton's $1.35 Billion Escape Hatch: Inside a Rule 144A Private Placement Refinancing
How a struggling consumer tech company used a private note offering to buy back its own debt at a discount.
Same Word, Opposite Animal: REIT vs. Biotech Follow-On Capital Raises Compared
Why "capital raise" means almost nothing on its own: a REIT debt deal and a biotech equity follow-on compared instrument by instrument.
IPOs, SPACs & Going Public
Traditional listings, de-SPAC redemption mechanics, and the prospectus that killed its own offering.
The BuzzFeed Deck: Inside a TMT SPAC Capital Raise, and What Happened After
A page-by-page walkthrough of the real BuzzFeed/890 5th Avenue Partners SPAC deck, and why 94% of the trust redeemed before closing.
StubHub's Long Road to the NYSE: Inside a Twice-Delayed, $800M Consumer Tech IPO
A founder buys his company back for $4B, then IPOs it through a dual-class structure that keeps him in total control.
$47 Billion to Withdrawn in Six Weeks: How WeWork's Own S-1 Killed Its IPO
The rare case where the prospectus itself, not the market, is the direct and traceable cause of a company’s collapse.
The Redemption Near-Miss: SoundHound AI's $2.1B deSPAC With Archimedes Tech
The mechanic that killed or crippled most 2021-2022 SPAC deals: a trust account gutted by redemptions, saved by an oversized PIPE.
The IPO Used to Fix the Balance Sheet, Not Just Raise Money: Avidbank Holdings Goes Public
How a profitable community bank used an IPO to fund a securities-portfolio repositioning trade, the same problem that broke SVB, done proactively.
Distress, Restructuring & Bank Resolution
A liquidating Chapter 11, an FDIC receivership sale, a strategic-alternatives auction, and an investor-relations turnaround.
Inside a Biotech 'Strategic Alternatives' Process: Pardes Biosciences and Leerink
A failed Phase 2 trial forces a board to run a structured, multi-week auction, told through the real bank memos.
The Bankruptcy That Went the Way Bankruptcies Usually Go: Bed Bath & Beyond's Liquidation
The boring, common Chapter 11 outcome: no bidding war, no shareholder recovery, straight liquidation.
From $3.55 to $55 in Twelve Months: Carvana's IR Turnaround Story
How a company pricing in bankruptcy rebuilt investor confidence through a numbered public plan, and what a short-seller says it leaves out.
The Deal With No Buyer's Premium: First Citizens' FDIC-Assisted Purchase of Silicon Valley Bank
A receiver-run sale structure with no equivalent anywhere else in M&A: a discount instead of a premium, loss-share, and equity appreciation rights instead of cash.
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