Fadi El Kawkabani

Project Zenith · LBO model · Personal project, 2026

Zendesk take-private: LBO model and investment memo, $10.2bn

$10.2bn

Deal value, Hellman & Friedman and Permira, 2022

6.2x

Revenue multiple paid; the EBITDA multiple is not meaningful

c.13%

IRR on my base case, 1.8x over five years

c.$64

Share price a 20% IRR supports, against $77.50 paid

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In 2022 Hellman & Friedman and Permira took Zendesk private for $10.2bn. I rebuilt the deal from the SEC filings and the merger proxy: the funding at close, an operating case, a debt schedule with a cash sweep and a revolver, a DCF and trading comparables. On my base case the deal returns 1.8x and about 13% over five years, below what a fund of that size would target. Rather than tune the assumptions until the answer looked better, I worked out what price a 20% return would support, and set out why the gap exists.

Method

LTM adjusted EBITDA. Treasury stock method and the equity to enterprise value bridge. Sources and uses. An operating case with deferred revenue in working capital. A debt schedule with revolver and cash sweep. Returns, with sensitivity tables on the exit multiple and entry price. DCF and trading comparables.

Finding

The widely quoted $10.2bn is equity value, not enterprise value: Zendesk held more cash than debt. At 162x LTM adjusted EBITDA the deal cannot be discussed in EBITDA multiples at all, so entry is measured on revenue, which is what the buyers did.

Build

8 tabs and 866 live formulas. Every input carries its source or its reasoning beside it, and every check row passes. Market data from the NY Fed, the US Treasury and Damodaran.

Project Meridian · M&A model · Personal project, 2026

PepsiCo / Celsius: hypothetical $11bn M&A model

27.3%

Premium: a $42.00 offer against a $32.98 unaffected price

18.8x

EV / 2025 adjusted EBITDA, against an 18.0x peer median

1.4x

Synergy value against the premium paid; 0.6x on cost savings alone

+3.4%

EPS accretion in year 3, neutral in year 1

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A hypothetical acquisition of Celsius Holdings by PepsiCo. Two linked three-statement models, one per company, run from 2023 actuals to 2030, balance in every year with no plug, and tie to the 10-K filings. Celsius is valued three ways: a DCF at a 10.0% WACC, trading comparables from Capital IQ, and precedent transactions. The deal sits on top: an offer of $42.00 a share, a 27.3% premium, paid 75% in cash and 25% in PepsiCo stock. EPS is neutral in the first year and accretive from the second.

Method

Linked three-statement models and business plans to 2030 for both companies. DCF at a 10.0% WACC, with both terminal value methods cross-checked. Capital IQ trading comparables and precedent transactions. Sources and uses, purchase price allocation with the deferred tax on the step-up, phased synergies, EPS accretion and dilution with sensitivities, and the credit impact.

Finding

PepsiCo already owns all of Celsius’s convertible preferred stock, $1.76bn at carrying value. The deal therefore buys only the common shares: the preferred stays in enterprise value for the multiples, and on consolidation it disappears with its dividends. The value test matters more than accretion: synergies cover the premium 1.4 times, but only 0.6 times on cost savings alone, so the case rests on revenue growth.

Build

10 tabs, 9 integrity checks all passing, no plug and no circular references. Every headline output was recomputed independently from the inputs and matched.

Hypothetical transaction, built for analysis. Not a live or advised deal.