Business

The largest leveraged buyout in history closes today. It is barely leveraged.

Electronic Arts leaves the Nasdaq at the close after 37 years, at roughly $55 billion — beating a record that stood since 2007. TXU borrowed $40 billion of its $45 billion. EA’s buyers are writing a $36 billion equity check and drawing about $18 billion of debt. The record isn’t the leverage. It’s the equity.

N Noah · The Sharp Brief · August 4, 2026 · 4 min read
An empty stock exchange trading floor at day's end, monitors dark, one figure walking out

Sometime around the close of trading Tuesday, Electronic Arts stops being a public company. Shareholders get $210 a share in cash, the ticker comes off the Nasdaq, and a run that started with EA’s 1989 market debut ends at 37 years. The buyer is a consortium of Saudi Arabia’s Public Investment Fund, Silver Lake and Affinity Partners, at an enterprise value of about $55 billion — enough to take the largest-leveraged-buyout title away from the $45 billion TXU deal that had held it since 2007.

Every writeup will lead with that record. The record is the least interesting number in the deal.

TXU was a genuine leveraged buyout: roughly $40 billion of debt against about $5 billion of equity, an 80/20 structure that left almost no margin for error. Fracking arrived, natural gas prices fell, the equity cushion evaporated, and the renamed Energy Future Holdings filed Chapter 11 in 2014 — the most expensive failure in private-equity history. EA inverts that. The consortium is putting in roughly $36 billion of equity against $20 billion of debt fully committed by JPMorgan, of which about $18 billion is expected to be drawn at closing. Call it a third leverage, two-thirds cash.

The L is doing almost no work

What is doing the work is a sovereign balance sheet. PIF ends up with 93.4% of EA, Silver Lake with 5.5% and Affinity Partners with 1.1%. PIF rolled its existing 9.9% stake — worth about $5.2 billion at the deal price — and wrote the rest as fresh cash. That is not a fund stretching a credit facility. That is an owner buying an asset outright and using a loan for the last third.

Our take: For a decade the ceiling on any take-private was set by the credit market — how many turns of EBITDA a syndicate would lend against, and at what spread. That ceiling is why deals above $50 billion effectively didn’t happen. EA didn’t clear it by finding cheaper debt. It cleared it by not needing much. When the equity check is $36 billion, deal size stops being a function of the credit cycle and starts being a function of whose balance sheet is writing it. That quietly moves a lot of companies from “too big to buy” to “buyable” — and it means the next record won’t be set by a bank.

The debt EA does carry looks manageable against the business. In the fiscal year that ended March 31, EA booked record net bookings of $8.026 billion, up 9%, on net revenue of $7.531 billion, up 1%. Operating cash flow was $2.553 billion, up 23%. Roughly $18 billion of drawn debt against $2.55 billion of annual operating cash flow is a real obligation, but it is the kind of obligation a live-services business with recurring EA Sports FC and Apex Legends revenue can carry. The 9%-versus-1% gap between bookings and revenue is deferred live-services money — exactly the cash-flow profile lenders like.

Shareholders are not being asked to like it so much as to take the cash. The $210 price is a 25% premium to the unaffected close of $168.32 on September 25, 2025, and roughly 99% of votes cast at the December 22, 2025 special meeting approved it. What took the extra seven months was regulatory: U.S. antitrust, two separate EU reviews and a CFIUS national-security look at Saudi ownership of the largest Western game publisher. CFIUS ran longest and pushed the close past the original June 30 deadline.

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