Filing Flows › Cleveland-Cliffs (CLF) › Takeover & LBO
Is Cleveland-Cliffs (CLF) a takeover target?
A leveraged buyout at today's price plus 30% ($14.65 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $2.44 a share (−78% against today's $11.27). It already carries 9.8× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own. Historically 3.3% of companies with its figures were bought within a year (0.65× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $14.65 | today's $11.27 plus 30% |
| × shares | 574.0 million | |
| = Equity value | $8.4B | |
| + Debt refinanced | $7.6B | |
| − Cash | $77.0M | |
| + Other claims | $279M | preferred stock, minority interests |
| = Enterprise value | $16.3B | 21.1× EBITDA of $770M |
| Fees | $325M | 2% of the price |
| New debt | $4.2B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $12.3B | 74% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $21.6B | $830M | $324M | −$298M | $4.5B |
| Year 2 | $23.1B | $885M | $347M | −$295M | $4.8B |
| Year 3 | $24.3B | $932M | $369M | −$289M | $5.1B |
| Year 4 | $25.3B | $972M | $392M | −$280M | $5.4B |
| Year 5 | $26.1B | $1.0B | $413M | −$269M | $5.7B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 18.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $18.6B | |
| − Debt left | $5.7B | |
| = Buyer's equity | $12.9B | |
| Money multiple | 1.05× | on $12.3B put in |
| Buyer's yearly return (IRR) | 0.9% |
Price against return
What the buyer makes at other premiums over today's $11.27; the IRR reaches 20% at $2.44 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $12.40 | 3.2% |
| 20% | $13.52 | 2.1% |
| 30% | $14.65 | 0.9% |
| 40% | $15.78 | −0.1% |
| 50% | $16.91 | −1.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $20.1B | |
| EBITDA, last 12 months | $770M | 3.8% of revenue |
| Depreciation and amortization | $1.1B | |
| Capital spending | $601M | |
| Debt | $7.6B | |
| Cash | $77.0M | |
| Share price | $11.27 | 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 7.8% 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 21% 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, Cleveland-Cliffs would cost about $14.93 a share, $8.6B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $13.52 | $7.8B |
| Median | 32.5% | $14.93 | $8.6B |
| High end (a quarter paid more) | 51.8% | $17.11 | $9.8B |
The odds, from history
Historically 3.3% of companies with its figures were bought within a year (0.65× the average). Its figures put it in decile 3 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.
Cleveland-Cliffs' latest quarter
Cleveland-Cliffs, Q3 2026: revenue $5.6B (+18% year over year), operating margin 5.5%, net earnings $152M, operating cash flow $224M. The chart follows the revenue to costs, profit and cash.
Questions
Is Cleveland-Cliffs being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Cleveland-Cliffs?
A leveraged buyout at today's price plus 30% ($14.65 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $2.44 a share (−78% against today's $11.27). It already carries 9.8× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own.
What would a takeover of Cleveland-Cliffs 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, Cleveland-Cliffs would cost about $14.93 a share, $8.6B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.