Filing Flows › Clearwater Paper (CLW) › Takeover & LBO
Is Clearwater Paper (CLW) a takeover target?
A leveraged buyout at today's price plus 30% ($17.25 a share) would return a loss of about 16% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $4.01 a share (−70% against today's $13.27). Historically 7.2% of companies with its figures were bought within a year (1.44× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $17.25 | today's $13.27 plus 30% |
| × shares | 16.1 million | |
| = Equity value | $278M | |
| + Debt refinanced | $274M | |
| − Cash | $35.7M | |
| = Enterprise value | $517M | 7.5× EBITDA of $69.3M |
| Fees | $10.3M | 2% of the price |
| New debt | $336M | 4.8× EBITDA at 7.65% a year; the limit that binds: 65% of the price |
| Buyer's own money | $191M | 36% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.5B | $67.2M | $25.7M | −$5.3M | $341M |
| Year 2 | $1.4B | $66.2M | $26.1M | −$6.0M | $347M |
| Year 3 | $1.4B | $66.2M | $26.6M | −$6.5M | $354M |
| Year 4 | $1.5B | $67.2M | $27.1M | −$8.8M | $363M |
| Year 5 | $1.5B | $69.2M | $27.7M | −$11.1M | $374M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 6.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $452M | |
| − Debt left | $374M | |
| = Buyer's equity | $78.3M | |
| Money multiple | 0.41× | on $191M put in |
| Buyer's yearly return (IRR) | −16.4% |
Price against return
What the buyer makes at other premiums over today's $13.27; the IRR reaches 20% at $4.01 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $14.60 | −7.5% |
| 20% | $15.92 | −11.7% |
| 30% | $17.25 | −16.4% |
| 40% | $18.58 | −21.8% |
| 50% | $19.91 | −28.7% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.5B | |
| EBITDA, last 12 months | $69.3M | 4.6% of revenue |
| Depreciation and amortization | $93.6M | |
| Capital spending | $48.3M | |
| Debt | $274M | |
| Cash | $35.7M | |
| Share price | $13.27 | on Oct 30, 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 -3.0% 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, Clearwater Paper would cost about $17.58 a share, $284M for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $15.92 | $257M |
| Median | 32.5% | $17.58 | $284M |
| High end (a quarter paid more) | 51.8% | $20.14 | $325M |
The odds, from history
Historically 7.2% of companies with its figures were bought within a year (1.44× the average). Its figures put it in decile 9 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.
Clearwater Paper's latest quarter
Clearwater Paper, Q3 2026: revenue $385M (-4% year over year), operating margin 0.6%, net loss $1.6M, operating cash flow $30.6M. The chart follows the revenue to costs, profit and cash.
Questions
Is Clearwater Paper being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Clearwater Paper?
A leveraged buyout at today's price plus 30% ($17.25 a share) would return a loss of about 16% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $4.01 a share (−70% against today's $13.27).
What would a takeover of Clearwater Paper 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, Clearwater Paper would cost about $17.58 a share, $284M for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.