Why does this always happen at this time of year?

My guess is that it is structured this way because of regulations governing related party transactions. EE is a Director of both CUU and Carmax, and maybe also Northern Fox. They seem to be doing some tricky footwork with flow-through shares from CUU being purchased by Northern Fox and then NF shares being purchased by Carmax. Maybe EE can't participate, or maybe he didn't want to.

I'm reserving judgment until we find out why EE did not participate and why suddenly they've decided to go for more money even though they've repeatedly said they would not do so, and why there are so many flow-through shares. It's never just whimsy that drives these events.