2026-05-29

Wall Street Weekly: May 22–29, 2026

Tilman Fertitta's $17.6 billion all-cash takeout of Caesars Entertainment headlines the week; Warner Bros. Discovery priced the largest leveraged loan since 2007 ($15 billion equivalent) to refinance its Paramount acquisition. The SEC formally proposed to rescind its 2024 climate disclosure rules in their entirety, while the CFTC disclosed — in a court filing — six self-critical findings against its own 2022 Gemini enforcement action. Cognition raised $1 billion-plus at a $26 billion valuation for its AI software engineer product Devin. Full rundown covers IPOs, M&A, regulatory, mega financings, and personnel for the May 22–29 window.

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Tilman Fertitta signed a $17.6 billion all-cash deal to take Caesars private, Warner Bros. Discovery closed the largest leveraged loan since the 2007 financial crisis to fund its Paramount acquisition, and the CFTC quietly admitted — in a court filing — that it should never have charged Gemini in the first place. Those three events alone set the register for the May 22–29 window. The full structural rundown follows.

IPOs

Five equity offerings priced in the window; two software companies filed S-1s targeting tech IPOs that the market has largely withheld since the Q1 selloff; and the SPAC market ran at a pace well above comparable 2025 weeks.

Company	Ticker	Exchange	Status	Offer / Range	Proceeds	First-day return	Sector
Deep Fission	FISN	Nasdaq	Priced May 28; trading not yet started as of May 29 close	$24–$26 range	~$156M (midpoint $25)	First-day data pending	Nuclear energy (SMR)
Tribeca Strategic Acquisition	BIDWU	Nasdaq	Priced May 28; trading began May 29	$10.00 / unit	$140M	SPAC — no underlying target yet	SPAC / tech / AI / clean energy
Disciplined Growth Acquisition	DGAC.U	NYSE	Priced May 26; trading began May 27	$10.00 / unit	$150M	SPAC — no underlying target yet	SPAC / fintech / defense / clean tech
Burtech Acquisition Corp II	BRKH	Nasdaq	Priced May 22	$10.00 / unit	$80M	SPAC — no underlying target yet	SPAC
Peace Acquisition Corp	PECE	Nasdaq	Priced May 22	$10.00 / unit	$60M	SPAC — no underlying target yet	SPAC

Deep Fission (FISN) — $156M nuclear SMR, priced, awaiting trade

Deep Fission priced 6 million shares at a midpoint of $25.00 on May 28, aiming to raise approximately $156 million at a fully diluted valuation of roughly $1.66 billion. 1 As of the May 29 close, the stock had not yet begun public trading; Yahoo Finance showed all trading fields blank with status listed as "Expected." 2 Lead bookrunners are William Blair, Stifel, and Canaccord Genuity; Seaport Global Securities and Benchmark (a StoneX subsidiary) serve as co-managers. 1

The Berkeley-based startup, founded in 2023, is developing a Gravity Nuclear Reactor — a small modular reactor (SMR) designed to be installed approximately one mile underground, using static water pressure and geology for cooling and containment. Its S-1 discloses cumulative losses of $88.1 million through March 31, 2026, $84.8 million in cash as of that date, and zero lifetime revenue. 1 Auditor DBBMcKennon issued a going-concern warning: absent the IPO proceeds, the company could exhaust its cash within 12 months. 1 The S-1 also removes an earlier milestone commitment — the prior version had targeted criticality by July 4, 2026; the current filing sets no commercial date.

The company's stated primary market is hyperscale data centers. Its S-1 describes the target: "Our initial commercial focus is on hyperscale data centres and other large power users, and over time may expand to include utilities, industrial operators, and government or defence installations." 1 In August 2025, the U.S. Department of Energy selected Deep Fission for its Nuclear Reactor Pilot Program (one of 10 companies chosen); a test-reactor groundbreaking at Kansas's Great Plains Industrial Park took place in December 2025. 1 First-day trading performance will be reported when available.

Entrata (ENT) and Liftoff (LFTO) — software sector tests post-selloff appetite

Entrata (NYSE: ENT) filed an S-1 on May 28, disclosing Q1 2026 revenue of $143.5 million (+23% year-over-year from $116.6 million) and net income of $23.3 million (up from $13.9 million). 3 The Utah-based property management SaaS company — backed by Silver Lake, Dragoneer, TPP Capital Advisors, and a $200 million Blackstone minority stake at a $4.3 billion 2025 valuation — is targeting a Nasdaq listing with Goldman Sachs, J.P. Morgan, and Barclays as bookrunners. No pricing terms were disclosed.

Liftoff Mobile (Nasdaq: LFTO) launched its roadshow on May 29, with 19 million shares priced at a $20–$22 range, targeting $418 million in proceeds at a $3.66 billion fully diluted valuation. 4 Joint bookrunners are Goldman Sachs, Jefferies, and Morgan Stanley. Pricing is expected the week of June 1. Liftoff — created when Blackstone merged portfolio companies Liftoff and Vungle in 2021 — withdrew a prior IPO attempt in February 2026 (at a $762 million target size) and refiled in April; this week's range is a material discount to that earlier attempt.

Matt Kennedy, Senior IPO Market Strategist at Renaissance Capital, said of the two filings: "Technology has been the missing pillar of the 2026 IPO market, largely due to the Q1 software selloff, but the start of a rebound now looks imminent based on these filings from Entrata and Liftoff." Kennedy also cautioned that "investors will still scrutinize the extent to which AI could disrupt these businesses, so they'd better have a convincing answer to that question." 3

SPAC market — 20 deals priced in May through May 29

Two additional SPAC business combination agreements were announced. ProLogium Technology (Taiwan-based solid-state battery maker) signed a definitive merger with SPAC Translational Development Acquisition Corp (Nasdaq: TDAC), targeting a Nasdaq listing as PRLG at a $3.8 billion valuation in the second half of 2026. 5 Terra Quantum AG, a Swiss quantum-security firm, signed with SPAC Axiom Intelligence Acquisition Corp 1 (Nasdaq: AXINU) at a $3.5 billion equity valuation, targeting Nasdaq listing under ticker TQ in H2 2026. 6 Long Table Growth (LTGRU) cut its planned offering 25% from $200 million to $150 million in an S-1 amendment filed May 29. 7 May month-to-date SPAC IPO count reached 20 deals totaling $2.66 billion as of May 29, compared with 10 deals for $1.69 billion in the equivalent April period. 8

Cerebras (CBRS) — S&P 500 inclusion effective May 25

S&P Global's fast-track addition of Cerebras Systems (Nasdaq: CBRS) to S&P Dow Jones indices took effect May 25. 9 At approximately $70 billion in market cap, CBRS is the largest 2026 IPO to date. The stock is down roughly 24% from its post-IPO-day close as of late May, with the index inclusion insufficient to reverse the trend. No new financial disclosures were filed in the window.

OpenAI and SpaceX: Neither company filed or amended an S-1 in the May 22–29 window per available EDGAR searches. Instagram-origin rumors claimed OpenAI filed a confidential S-1 on May 22; Bloomberg Law reported the company was "discussing" (not filing) additions to its IPO syndicate. The rumors are unverified; confidential filings do not appear on EDGAR by design. SpaceX's initial S-1 was filed May 20 (pre-window); its roadshow is expected to begin June 8.

M&A

Eight new deals with combined announced values of approximately $38 billion were signed or completed in the window. The largest is Fertitta's all-cash takeout of Caesars at $17.6 billion enterprise value; the most operationally significant is MasterBrand/American Woodmark, which closed after FTC clearance without conditions.

Acquirer	Target	EV	Structure	Status	Financial advisors
Fertitta Entertainment	Caesars Entertainment (CZR)	~$17.6B ($5.7B equity + $11.9B debt)	All-cash, $31.00/share	Signed May 28; go-shop through Jul 11	Fertitta: Morgan Stanley, Goldman Sachs; Caesars: PJT Partners
IFF (seller)	Food Ingredients business → CVC Capital Partners	~$4.3B EV (~10× EBITDA)	Cash; IFF retains ~10%	Signed May 29	Citibank (IFF)
Autodesk (ADSK)	MaintainX	~$3.575B	All-cash; funded cash + new 364-day TL	Signed May 28; earliest close Aug 3	Not disclosed
MasterBrand (MBC)	American Woodmark (AMWD)	~$3.6B	All-stock (5.150 MBC : 1 AMWD)	Completed May 28; AMWD delisted	—
Translational Development Acquisition Corp (TDAC)	ProLogium Technology	~$3.8B	deSPAC merger	Signed May 27; close H2 2026	ProLogium: Cohen & Company; TDAC: BTIG
Axiom Intelligence Acquisition Corp 1 (AXINU)	Terra Quantum AG	~$3.5B equity	deSPAC merger	Signed May 26–27; close H2 2026	—
Butterfield (NTB)	CIBC Caribbean Bank (91.7% stake)	$1.794B	61% cash / 39% stock	Signed May 27; close H1 2027	—
DigitalBridge	ArcLight Capital Partners	Up to $1.05B ($650M base + $400M contingent)	Cash	Signed May 29; contingent on SoftBank/DigitalBridge close	DigitalBridge: Barclays; ArcLight: Morgan Stanley

Fertitta Entertainment / Caesars Entertainment — $17.6B

Fertitta Entertainment signed a definitive agreement on May 28 to acquire Caesars Entertainment (Nasdaq: CZR) in an all-cash transaction at $31.00 per share — a 49% premium to Caesars' unaffected price as of February 25, 2026, and a 46% premium to the 30-day VWAP. 10 Total enterprise value is approximately $17.6 billion, comprising $5.7 billion in equity and approximately $11.9 billion of Caesars' existing debt that Fertitta will assume. 10 Financing is not conditioned on any single source; Fertitta will use equity contributions, assumed debt, and new committed debt arranged by a syndicate of 10 banks. 11

The deal includes a go-shop period through July 11, 2026, during which Caesars may solicit competing offers. Carl Icahn had previously signaled interest at approximately $33 per share; Icahn Enterprises still holds two board seats at Caesars. 11 The Carano family (approximately 5% of Caesars shares) has agreed to roll a portion of its equity into Fertitta Entertainment. CEO Tom Reeg is expected to remain and lead the combined company's Caesars operations. 10

Post-close, the combined entity will own 60 casino resorts, an online gaming platform, 200-plus third-party sports betting locations under the William Hill brand, and 600-plus Fertitta food and entertainment outlets. 10 Caesars will be delisted from Nasdaq. Legal advisors: Latham & Watkins (corporate) and Skadden Arps (antitrust) for Caesars; White & Case for Fertitta. 12

www.wsj.com

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Autodesk / MaintainX — $3.575B

Autodesk (Nasdaq: ADSK) signed a definitive agreement on May 28 to acquire MaintainX — a maintenance and operations management SaaS platform — for approximately $3.575 billion in cash. 13 Financing will come from cash on hand plus a new 364-day term loan facility and potential revolver draws. 14 MaintainX is expected to have annualized recurring revenue exceeding $135 million in calendar 2026, growing more than 50%. 13 Autodesk will grant $150 million in restricted stock units to MaintainX employees who continue post-close. 14

Autodesk CEO Andrew Anagnost framed the deal as an extension of its platform beyond design and manufacturing into operations: "Autodesk is expanding beyond design and make to operations, ensuring data and insights flow seamlessly in a continuous lifecycle." 13 The earliest possible close is August 3, 2026; the outside date is November 28, 2026 (extendable twice by three months each).

Industrial factory interior with two workers in hard hats; AUTODESK + MaintainX branding overlay — Autodesk and MaintainX — $3.575B all-cash deal expands Autodesk's operations platform. 13

IFF / CVC — $4.3B food ingredients divestiture

IFF (NYSE: IFF) signed an agreement on May 29 to sell its Food Ingredients business to CVC Capital Partners funds for approximately $4.3 billion in enterprise value — roughly 10× EBITDA. 15 The divested unit generated approximately $3.1 billion in 2025 revenue and $430 million in EBITDA. IFF will retain a roughly 10% minority stake (approximately $200 million) to participate in future value growth. CVC Managing Partner Lorne Somerville said: "We are delighted to welcome IFF's Food Ingredients business to CVC's U.S. portfolio. Its global reach and proprietary technical capabilities provide a clear competitive advantage, and we see significant opportunity for continued growth." 15 The divestiture is part of IFF's ongoing portfolio restructuring toward its Taste, Scent, and Health & Biosciences businesses.

MasterBrand / American Woodmark — completed at $3.6B

MasterBrand (NYSE: MBC) completed its all-stock merger with American Woodmark (Nasdaq: AMWD) on May 28, following unconditional FTC clearance — the regulator closed a second-phase review without requiring any asset divestitures. 16 The exchange ratio was 5.150 MBC shares per AMWD share; former MasterBrand shareholders hold approximately 63% of the combined company. 16 AMWD has been delisted from Nasdaq. MasterBrand CEO Dave Banyard called the combination "a transformative milestone," projecting approximately $90 million in annual run-rate cost synergies by year three. 16

Butterfield / CIBC Caribbean — $1.794B regional bank expansion

The Bank of N.T. Butterfield & Son (NYSE: NTB) signed an agreement on May 27 to acquire 91.7% of CIBC Caribbean Bank from CIBC for $1.794 billion — $1.091 billion in cash (61%) and $703 million in Butterfield shares (39%, based on a 10-day VWAP of $55.66). 17 Butterfield will also launch a mandatory bid for the remaining 8.3% minority shareholders under equivalent economic terms. 17 The combined institution will carry approximately $29 billion in assets and $25 billion in deposits; Butterfield projects 12% GAAP EPS accretion in the first full year and approximately $49 million in annual pre-tax cost synergies by 2030. Post-close, CIBC will hold approximately 22.3% of Butterfield with rights to nominate two directors. Close is expected in H1 2027. 17

DigitalBridge / ArcLight — $1.05B power + digital infrastructure

DigitalBridge Group agreed on May 29 to acquire ArcLight Capital Partners, one of North America's largest private power-infrastructure investors, for up to $1.05 billion — a $650 million base payment plus up to $400 million in contingent consideration. 18 The deal is conditional on the prior closing of SoftBank's acquisition of DigitalBridge. ArcLight holds or controls more than 70 GW of generation assets and 48,000 miles of power and gas transmission infrastructure (representing more than $90 billion in enterprise value); it has an 85-person power development team with a 15-GW development pipeline. 18 Combined AUM will exceed $150 billion. DigitalBridge CEO Marc Ganzi described the rationale: "AI is rewiring the global power equation, accelerating investment across generation, transmission, and behind-the-meter infrastructure." 18 ArcLight founder Daniel Revers will become DigitalBridge Vice Chairman. Barclays is DigitalBridge's exclusive financial adviser and committed debt provider; Morgan Stanley advises ArcLight.

Ongoing deals — material developments

Union Pacific / Norfolk Southern ($71.5B): The U.S. Surface Transportation Board (STB) unanimously accepted the revised merger application on May 28 as "complete" — but simultaneously placed all proceedings, including the environmental review, in abeyance pending supplemental information. 19 No deadline was set for the supplemental submission. A $2.5 billion breakup fee is owed by Union Pacific to Norfolk Southern if STB ultimately rejects the deal.

Baker Hughes / Chart Industries ($13.6B): The European Commission set June 26 as the deadline for its Phase I decision, following the notification filed on May 21. 20 The Commission can approve, require remedies, or open a Phase II investigation.

Regulatory enforcement and rulemaking

Eleven regulatory actions from six agencies logged in the window. The most consequential structurally is the SEC's proposed full rescission of the 2024 climate disclosure rules — arguably the largest single step backward in the current deregulatory cycle. The most unusual is the CFTC's own self-critical admission in the Gemini vacatur filing.

SEC: full rescission of climate disclosure rules proposed

The SEC proposed on May 29 to rescind in their entirety the climate-related disclosure rules it adopted in March 2024. 21 The 2024 rules had required GHG emissions reporting, climate risk management disclosures, and financial-statement impacts of severe weather events; they were stayed in April 2024 pending Eighth Circuit litigation; the SEC voted in March 2025 to drop its defense; and the Eighth Circuit held the case in abeyance from September 2025. 21 The proposed rescission — Release 2026-49, Proposed Rule 33-11421 — invokes four grounds: the rules exceed the SEC's statutory authority; they are inconsistent with a materiality-based approach; they impose substantial costs not justified by benefits; and they are inconsistent with capital formation objectives.

SEC Chairman Paul S. Atkins stated: "SEC disclosure obligations should comply with the Commission's statutory authority, be guided by materiality as the North Star." 21 The 60-day comment period runs until approximately late July 2026.

sec.govhttps://www.sec.gov/newsroom/press-releases/2026-49-sec-proposes-rescission-climate-related-disclosure-rules외부 링크

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CFTC: six self-critical findings against its own Gemini enforcement

On May 27, the CFTC filed a joint motion with Gemini Trust Company LLC in the Southern District of New York seeking to vacate the prospective provisions of the January 2025 consent order under which Gemini paid a $5 million civil monetary penalty. 22 The $5 million penalty itself is not being returned — it is a non-prospective provision already satisfied. What the CFTC seeks to vacate are the ongoing forward-looking compliance obligations.

The press release is remarkable for its self-criticism. After a comprehensive review, the CFTC identified six findings: (1) the complaint was "largely based on a whistleblower account known to lack credibility"; (2) the investigation pursued Gemini — a fraud victim — rather than the alleged fraudsters; (3) the evidentiary basis was questionable; (4) supporting documentation was withheld from a Commissioner during the vote to file; (5) litigation counsel invoked deliberative-process privilege to block Gemini's defense; and (6) personnel improperly used the CFTC's regulatory authority to create settlement leverage. The CFTC concluded the complaint "should not have been filed — and would not have been under current enforcement standards." 22 The Commission added that "continuing enforcement of the consent order's prospective provisions serves neither the CFTC's mission nor the public interest." 22

CFTC: Google engineer charged with $1.2M Polymarket insider trade

Also on May 27, the CFTC filed a civil complaint against Michele Spagnuolo, a Google software engineer based in Switzerland, alleging that he traded on at least 23 event contracts on Polymarket.com using nonpublic information about Google's 2025 "Year in Search" list. 23 Spagnuolo, trading under the handle "AlphaRaccoon," allegedly generated approximately $1.2 million in profits between October and December 2025. The U.S. Attorney's Office for the Southern District of New York unsealed a parallel criminal complaint the same day. CFTC Chairman Michael S. Selig stated: "The Commission will not tolerate fraud, manipulation, or insider trading, regardless of the technology or platform that is used." 23

CFTC: Rhode Island becomes sixth state in prediction-markets jurisdictional fight

On May 28, the CFTC moved to intervene in the U.S. District Court for the District of Rhode Island to block the state from enforcing its gambling laws against a CFTC-registered designated contract market. 24 Rhode Island filed a parallel state-court action on May 23, seeking civil penalties and demanding that prediction markets "stand down" and disgorge profits. The CFTC asserts that the Commodity Exchange Act grants it exclusive federal jurisdiction over event contracts, preempting state law. Rhode Island is the sixth state in the campaign — previous targets include Arizona, Connecticut, Illinois, New York, and Minnesota. Selig described the state actions as a "power grab" that "ignores the law and decades of precedent." 24

FDIC: stablecoin BSA/AML rule proposed under GENIUS Act

The FDIC Board approved a Notice of Proposed Rulemaking on May 22 requiring FDIC-supervised Permitted Payment Stablecoin Issuers (PPSIs) — subsidiaries of insured state nonmember banks and state savings associations — to comply with Bank Secrecy Act anti-money-laundering and sanctions programs, including FinCEN and OFAC reporting requirements. 25 The rule implements provisions of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act). A 60-day comment period is expected to close around July 21, 2026.

SEC: Matterport/CoStar insider trading settlement

Two New Jersey residents settled SEC insider trading charges (Case No. 2:26-cv-05633, D.N.J., filed May 18) arising from trading ahead of CoStar Group's $1.6 billion acquisition of Matterport — announced April 22, 2024, when Matterport stock rose 176%. 26 Oskar Elmgart purchased 260 short-term out-of-the-money call options (April 16–19, 2024) through a close family member with access to Matterport's legal department; net illicit profits: $63,050. Settlement: $132,273 total (disgorgement + prejudgment interest + civil penalty). Raymond Leibman purchased 10,000 Matterport shares on April 19; unrealized illicit profit: $30,581. Settlement: $63,957 total. Both are subject to permanent injunctions and neither admitted or denied the allegations. 26

DOJ: Greg Lindberg sentenced to 12 years in $2B insurance fraud

Greg Lindberg, 56, founder and chairman of Eli Global LLC and owner of Global Bankers Insurance Group, was sentenced on May 26 to 12 combined years in federal prison for two overlapping conspiracies. 27 In a fraud conspiracy spanning 2016–2019, Lindberg caused insurance companies under his control to invest more than $2 billion with his own affiliated entities while concealing the true financial condition of those entities. He personally "forgave" more than $125 million in loans he had made to himself, and used insurance funds to finance a private jet, multiple mansions, and a 200-foot yacht. In a separate bribery conspiracy (April 2017 – August 2018), Lindberg gave the North Carolina Insurance Commissioner millions of dollars in campaign contributions in exchange for removing a senior deputy who had oversight responsibility for Lindberg's insurance companies. Multiple insurance companies are in rehabilitation or liquidation; thousands of policyholders are collectively owed more than $1 billion. A restitution hearing is scheduled for a later date. 27

Other enforcement actions

Former TD Bank employee guilty plea (May 28): Cheungkin Lam, 28, a former TD Bank employee from Queens, New York, pleaded guilty to conspiracy to commit wire fraud and making false bank records. 28 From January–May 2021, Lam accepted at least $155,000 in bribes, identified high-balance customer accounts, and shared confidential information with co-conspirators who then defrauded those accounts. From May–August 2022, he bribed a co-conspirator at a second financial institution to falsify records supporting additional fraud schemes. Total facilitated fraud: $3,433,989.07. Sentencing is scheduled October 15, 2026; maximum exposure is 30 years. 28

Federal Reserve prohibition orders (May 28): The Federal Reserve Board issued two consent prohibition orders barring individuals from future banking employment: Crystal Moore (former Atlantic Union Bank, Richmond, VA — CARES Act loan fraud) and Jesse Romo (former Frost Bank, San Antonio, TX — embezzlement). 29

1MDB recovery (May 27): The DOJ obtained a civil forfeiture order over a luxury New York condominium and associated rental income purchased for Jho Low's personal assistant May Ling Catherine Tan using funds embezzled from Malaysia's 1MDB sovereign wealth fund. Total recovered in this action: over $6 million. The DOJ has now coordinated this recovery across 12 countries and jurisdictions. 30

DOJ Civil Division FCA fast-track reform (May 27): The DOJ Civil Division announced it will complete initial reviews of False Claims Act whistleblower (qui tam) complaints alleging fraud against federal benefit programs within 60–120 days. 31 This is a procedural policy change, not an enforcement action against any specific firm.

Mega financings

Warner Bros. Discovery's $15 billion term loan is the structural anchor of the week; Cognition's $1 billion-plus Series D at a $26 billion valuation is the VC standout. The rest of the window was dominated by investment-grade and high-yield corporate bond activity across Europe, Latin America, and emerging markets.

Issuer	Type	Size	Key terms	Lead arrangers
Warner Bros. Discovery	Cross-border leveraged loan (TLB)	$15B equivalent ($13B USD + €1.717B EUR)	S/E+250, 99.75 OID, 7-year	Banks (upsized from $5B + €1B)
SAP SE	Investment-grade eurobond (4 tranches)	€3.5B	2-, 3-, 5-, 7-year maturities; proceeds include acquisition refinancing	Not disclosed
Cognition (Devin AI)	Series D venture round	$1B+	$26B post-money valuation	Lux Capital, General Catalyst, 8VC (lead)
IDB Invest	5-year USD global bond	$1B	4.375% coupon; CT5+8.83bps (tightest-ever for institution)	Goldman Sachs, J.P. Morgan, Nomura, Scotiabank
BBVA México	5-year senior notes	$1B	5.4% coupon; first Mexican bank inside sovereign spread	BBVA, BofA Securities, Citi, HSBC
PolarDC (HIG Capital)	5-year Nordic high-yield bond	€800M (~$930M)	~8.2% yield; 3.6× covered; largest HY deal in Nordic market	—
Federation of Bosnia & Herzegovina	5-year sovereign HY bond	€800M	3× covered	Syndicate
Hg → Rightsline	Private equity growth investment	$500M	IP rights management SaaS (Disney, BBC, Warner Bros. clients)	—
Valeo	7-year corporate bond	€600M	Maturity Feb 2033; limited details disclosed	—
IDB Invest	10-year CHF Blue Bond	CHF 100M (~$127M)	1.0575% coupon; first supranational in Swiss market	BNP Paribas (sole)

Warner Bros. Discovery $15B term loan — largest since 2007 TXU

Warner Bros. Discovery priced a $15 billion-equivalent cross-border term loan B during the week of May 26–28, making it the largest leveraged loan since the $16.45 billion TXU deal in 2007 and the largest ever arranged for a non-private-equity-backed borrower. 32 Final structure: $13 billion USD term loan B plus a €1.717 billion euro tranche, both 7-year maturity, pricing at SOFR/EURIBOR plus 250 basis points with a 99.75 original issue discount. 32 The deal launched at $5 billion in USD and €1 billion in EUR; investor demand prompted the upsizing.

Proceeds will refinance a bridge loan that funded WBD's acquisition of Paramount Skydance Corp. The deal lifted May corporate M&A loan volume to $15.1 billion — more than the combined January through April total — the highest monthly figure since January 2020. 32

Cognition $1B+ Series D — AI software engineering at $26B valuation

Cognition, the company behind the autonomous software engineer product Devin, raised more than $1 billion in a Series D round announced May 27 at a $26 billion post-money valuation, more than doubling its $12 billion valuation from September 2025. 33 Lux Capital, General Catalyst, and 8VC led; Ribbit Capital, Atreides, and Layer Global joined as new investors. Founders Fund, Elad Gil, and Bain Capital Ventures also participated. The company reported run-rate revenue of $492 million, with enterprise usage growing more than 10× since the start of 2026. Key enterprise customers include Citi, Goldman Sachs, Mercedes-Benz, Santander, Dell, and the U.S. Army and Navy. Cognition reports that 89% of its own production code is now committed by Devin. 33

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Other issuances

SAP SE placed a €3.5 billion Eurobond on May 28 across four tranches (2-, 3-, 5-, and 7-year maturities), with proceeds earmarked for general corporate purposes including acquisition refinancing. 34

IDB Invest settled a $1 billion 5-year USD benchmark bond on May 28 at a 4.375% coupon and a spread of CT5+8.83 basis points — the institution's tightest-ever U.S. Treasury spread. 35 The orderbook reached $2.45 billion (2.45× covered). On May 28, IDB Invest also launched its inaugural Swiss franc bond — CHF 100 million in a 10-year Blue Bond structure at 1.0575%, the first supranational issuer in the Swiss capital market. 36 Sole lead: BNP Paribas.

BBVA México priced $1 billion in 5.4% senior notes due 2031 on May 27, becoming the first Mexican financial institution to price inside the Mexican sovereign spread. 37 Dealers: BBVA, BofA Securities, Citi, HSBC; offered under Rule 144A / Regulation S.

PolarDC, a data center operator controlled by HIG Capital, sold €800 million ($930 million) in high-yield bonds on May 27 at approximately 8.2% yield — the largest high-yield bond ever placed in the Nordic market. 38 Investor bids exceeded €2.9 billion (3.6× oversubscribed).

Hg invested $500 million in Rightsline, a SaaS platform for rights and royalties management with 300-plus customers including Disney, BBC, and Warner Bros. Discovery, managing more than 150 million IP assets and more than $40 billion in annual royalties across 28 countries. 39 Majority shareholder Klass Capital and Salem Partners reinvested alongside Hg. Proceeds are earmarked for AI capabilities including agentic contract mapping and autonomous compliance systems. 39

Federation of Bosnia and Herzegovina priced an €800 million 5-year sovereign high-yield bond during the week, attracting a €2.4 billion orderbook (3× covered), the standout in an approximately $6.3 billion EM primary market week shortened by the U.S. Memorial Day holiday. 40

Personnel

No bulge-bracket bank reported quarterly earnings in the May 22–29 window. Q1 2026 results were released in mid-April; Q2 reports are expected beginning in mid-July. Four notable senior appointments were announced.

BNP Paribas appointed Stéphane Pellerin as Head of Americas for Securities Services, effective June 1. 41 Pellerin has 30 years of experience at BNP Paribas, starting at the Tokyo office in 1996 and holding senior positions across Asia, Europe, the Middle East, and North America. He previously served as Head of Linear Rates Trading, North America, and will continue to lead Derivatives Execution and Clearing and FX Prime Brokerage for the Americas, reporting to global Securities Services head Claudine Gallagher. 41

Vanguard hired Ursula Marchioni from BlackRock as Head of Multi-Asset and Adviser Solutions — a newly created role — announced May 27. 42 Marchioni spent more than 13 years at BlackRock, most recently as Managing Director, Head of Investment and Portfolio Solutions EMEA. She will oversee Vanguard's model portfolio and multi-asset teams, the Advisory Research Centre, and portfolio analytics and advisory — joining the Vanguard European leadership team and reporting to European head Jon Cleborne. 42

Wells Fargo hired Andre Mansour, previously responsible for AI programs across capital markets, investment banking, and asset management at Google, as Head of Artificial Intelligence for Wealth and Investment Management. 43 Mansour will report to Chief Product Officer Eve Varner. 43

Citi Private Bank appointed Sarah Courtney Dockett as Market Executive for the Philippines, Australia, and New Zealand, announced May 29 from Hong Kong. 44 Dockett brings 26 years in private banking and previously served as Head of Women in Wealth EMEA at Citi Private Bank, with earlier roles at JPMorgan and Barclays. 44

Cover image from Tilman Fertitta Agrees to Buy Caesars for $5.7 Billion — The Wall Street Journal / Dow Jones. Editorial use.