Help me prove nemesis wrong: What is the devaluation to existing SHs in scenario below?

His analysis: existing FMV of current platform: $9mm; which will contribute into a newly formed buyer structure just prior to closing (purchase of add-on); these existing SHs will throw in cash; and this fully levered deal will get the following in financing: Lender A mezz and common. Lender B ( term revolver pref and possibly they get a warrant too. Another amount will come in from sale of real estate assets. The add on will have an EV higher than that needed to be financed at close

Question is whether there will be be an immediate dilution from the lenders at close even prior to any exercise of warrants. I think flaw is in assuming that what the existing SHs are bringing over is a valuation of existing business; rather than just what they are bringing over. Do you agree this is the key question? Other considerations