The Take-Private

What this pack runs.

A take-private is the purchase of every public share at a premium, by the people who run the company, its founding family, or a fund, so that the company can do something the market would punish. The price is paid mostly with debt, and the debt goes onto the company being bought. The room argues in two units, and neither is the one the debt is paid in: the committee negotiates the premium in points and the lenders size the debt in turns, while the reason for leaving exists as a sentence in the board deck. Nordstrom's record gives it in four words, "privacy buys patience," and no figure. This pack turns the decision into arithmetic. The unaffected market value at the premium, plus the debt refinanced, plus the fees, less the equity the buyers put in, is the debt to get there; at the lenders' rate it demands a figure a year. What the company earns, less what the plan costs a year, is what the plan leaves. The room between them is the decision, and two distances follow: the break-even plan cost, the most the plan can cost a year before the debt is not served, and the break-even premium, the most the buyers can pay before the debt takes the plan. Nine sourced decisions hold the frame: five listed companies that left, two that defaulted within six years, one that came back, two approaches declined on the buyers' financing, and two companies that were never listed, read beside them. It stops on two halts: no one has priced what the company would do out of the light, and no one has assembled what the debt would demand a year.

The casebooks these cases come from.

The pack reads nine sourced decisions through the framework. They are drawn from these casebooks, each one a set of verified records on a single decision type.

A verified record has passed a mechanical claim-versus-source check, a second model's read, and human approval. The count is what exists today, not a target.