Filing Flows › Chewy (CHWY) › Takeover & LBO
Is Chewy (CHWY) a takeover target?
A leveraged buyout at today's price plus 30% ($29.22 a share) would return a loss of about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $15.11 a share (−33% against today's $22.48). Historically 2.7% of companies with its figures were bought within a year (0.54× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $29.22 | today's $22.48 plus 30% |
| × shares | 410.1 million | |
| = Equity value | $12.0B | |
| + Debt refinanced | $592M | |
| − Cash | $612M | |
| = Enterprise value | $12.0B | 25.3× EBITDA of $472M |
| Fees | $239M | 2% of the price |
| New debt | $2.6B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $9.6B | 79% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $13.8B | $500M | $199M | $32.8M | $2.6B |
| Year 2 | $14.5B | $525M | $196M | $53.6M | $2.5B |
| Year 3 | $15.2B | $549M | $192M | $75.8M | $2.4B |
| Year 4 | $15.8B | $569M | $186M | $98.9M | $2.3B |
| Year 5 | $16.2B | $586M | $179M | $123M | $2.2B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 19.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $11.4B | |
| − Debt left | $2.2B | |
| = Buyer's equity | $9.2B | |
| Money multiple | 0.96× | on $9.6B put in |
| Buyer's yearly return (IRR) | −0.8% |
Price against return
What the buyer makes at other premiums over today's $22.48; the IRR reaches 20% at $15.11 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $24.73 | 3.6% |
| 20% | $26.98 | 1.2% |
| 30% | $29.22 | −0.8% |
| 40% | $31.47 | −2.7% |
| 50% | $33.72 | −4.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $13.1B | |
| EBITDA, last 12 months | $472M | 3.6% of revenue |
| Depreciation and amortization | $144M | |
| Capital spending | $149M | |
| Debt | $592M | |
| Cash | $612M | |
| Share price | $22.48 | on Nov 6, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 5.9% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 23% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Chewy would cost about $29.79 a share, $12.2B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $26.98 | $11.1B |
| Median | 32.5% | $29.79 | $12.2B |
| High end (a quarter paid more) | 51.8% | $34.12 | $14.0B |
The odds, from history
Historically 2.7% of companies with its figures were bought within a year (0.54× the average). Its figures put it in decile 2 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Chewy's latest quarter
Chewy, Q2 FY27: revenue $3.3B (+7% year over year), operating margin 2.8%, net earnings $80.5M, operating cash flow $137M. The chart follows the revenue to costs, profit and cash.
Questions
Is Chewy being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Chewy?
A leveraged buyout at today's price plus 30% ($29.22 a share) would return a loss of about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $15.11 a share (−33% against today's $22.48).
What would a takeover of Chewy cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Chewy would cost about $29.79 a share, $12.2B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.