Mergers, buyouts, auctions and the arithmetic of whether a deal was worth doing.
In distress, a claim is worth what its documents let it argue for, not where it sits on the slide.
Restructuring and distressed interviews, credit modelling, and any discussion of covenant-lite lending.
From The Caesars Palace Coup · Max Frumes and Sujeet Indap
In a management buyout the insider is the buyer, so the board's job is to make the market, not take the offer.
Any take-private, management-led bid, or fairness question in M&A and private equity interviews.
From Barbarians at the Gate · 1993
Value each part a bidder is acquiring; what the bid leaves at zero is the argument against it.
Take-private analysis, fairness opinions, conglomerate valuation and any activist defence of a holding.
From Southeastern Asset Management's letter to the Dell board (February 2013) · Mason Hawkins and Staley Cates
Answer accretion with arithmetic and value with evidence, and never let the first stand in for the second.
Any M&A interview, any accretion-dilution question, and any board case where accretion is offered as the reason to proceed.
From Session 25: Acquisition, a Value Destroyer? · Aswath Damodaran (NYU Stern)
A take-private proposal is a complete case: the public record that failed, the price, the premium, the financing and the timetable, in that order.
Take-private analysis, premium questions, and private equity interviews on how a deal is proposed.
From Elliott Management's letter to the athenahealth board proposing a take-private (May 2018) · Jesse Cohn
A seller sells certainty of closing as much as price; a bidder who offers more of it can pay less.
M&A process questions, sell-side mandates, and any private equity interview about how to win a deal.
From Barbarians at the Gate · Bryan Burrough and John Helyar
The right amount of debt minimises the blended cost of capital; the maximum a lender will provide is a different and larger number.
LBO and leveraged finance questions on how much debt a deal can carry, and corporate finance questions on capital structure.
From Session 18: Optimum Capital Structure — The Cost of Capital Approach · Aswath Damodaran (NYU Stern)
Private credit's borrowers are more levered and its recoveries lower than the syndicated market's, and the capital waiting to be deployed is what pressures underwriting.
Credit fund, leveraged finance and private equity interviews, and any discussion of where the risks in private credit sit.
From Private Credit: Characteristics and Risks · Fang Cai and Sharjil Haque, Board of Governors of the Federal Reserve System (FEDS Notes)
A founder-controlled company should say what control is for and what investors give up; the 2004 letter is the template for saying it plainly.
IPO process questions, governance debates about dual-class shares, and any founder letter that cites this one.
From Google's 2004 IPO founders' letter, "An Owner's Manual" · Larry Page and Sergey Brin
A synergy is a change in cash flow, growth or risk; value it as one, and only then compare it with the premium being paid.
M&A interviews that ask how to value synergies, and any deal where the premium is justified by them.
From Session 12: Acquisition Ornaments — Synergy, Control & Complexity · Aswath Damodaran (NYU Stern)
Judge an acquisition by what happened to the acquired brand's share of its market afterwards; the number is public and hard to argue with.
Post-deal assessment, consumer and brand coverage, and any activist case built on competitive evidence rather than financial engineering.
From Trian's July 2017 letter to Procter & Gamble shareholders · Trian Fund Management