Filing Flows › Core & Main (CNM) › Takeover & LBO
Is Core & Main (CNM) a takeover target?
A leveraged buyout at today's price plus 30% ($59.40 a share) would return about 0% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $32.74 a share (−28% against today's $45.70). Historically 2.7% of companies with its figures were bought within a year (0.53× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $59.40 | today's $45.70 plus 30% |
| × shares | 193.4 million | |
| = Equity value | $11.5B | |
| + Debt refinanced | $2.4B | |
| − Cash | $312M | |
| + Other claims | $73.0M | preferred stock, minority interests |
| = Enterprise value | $13.7B | 14.6× EBITDA of $935M |
| Fees | $274M | 2% of the price |
| New debt | $5.1B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $8.8B | 63% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $7.7B | $930M | $393M | $400M | $4.7B |
| Year 2 | $7.7B | $933M | $363M | $424M | $4.3B |
| Year 3 | $7.8B | $945M | $330M | $450M | $3.9B |
| Year 4 | $7.9B | $965M | $296M | $485M | $3.4B |
| Year 5 | $8.2B | $993M | $259M | $527M | $2.9B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 11.8× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $11.7B | |
| − Debt left | $2.9B | |
| = Buyer's equity | $8.9B | |
| Money multiple | 1.01× | on $8.8B put in |
| Buyer's yearly return (IRR) | 0.1% |
Price against return
What the buyer makes at other premiums over today's $45.70; the IRR reaches 20% at $32.74 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $50.26 | 4.8% |
| 20% | $54.83 | 2.3% |
| 30% | $59.40 | 0.1% |
| 40% | $63.97 | −1.8% |
| 50% | $68.54 | −3.5% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $7.7B | |
| EBITDA, last 12 months | $935M | 12.1% of revenue |
| Depreciation and amortization | $193M | |
| Capital spending | $55.0M | |
| Debt | $2.4B | |
| Cash | $312M | |
| Share price | $45.70 | 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 -0.5% 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 24% 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 in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Core & Main would cost about $63.97 a share, $12.4B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $52.41 | $10.1B |
| Median | 40% | $63.97 | $12.4B |
| High end (a quarter paid more) | 60.2% | $73.20 | $14.2B |
The odds, from history
Historically 2.7% of companies with its figures were bought within a year (0.53× 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.
Core & Main's latest quarter
Core & Main, Q2 FY27: revenue $2.1B (+2% year over year), operating margin 10.6%, net earnings $144M, operating cash flow $62.0M. The chart follows the revenue to costs, profit and cash.
Questions
Is Core & Main being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Core & Main?
A leveraged buyout at today's price plus 30% ($59.40 a share) would return about 0% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $32.74 a share (−28% against today's $45.70).
What would a takeover of Core & Main cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Core & Main would cost about $63.97 a share, $12.4B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.