Filing Flows › Donaldson (DCI) › Takeover & LBO
Is Donaldson (DCI) a takeover target?
A leveraged buyout at today's price plus 30% ($107.85 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $60.69 a share (−27% against today's $82.96).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $107.85 | today's $82.96 plus 30% |
| × shares | 118.1 million | |
| = Equity value | $12.7B | |
| + Debt refinanced | $1.3B | |
| − Cash | $250M | |
| = Enterprise value | $13.8B | 19.6× EBITDA of $706M |
| Fees | $276M | 2% of the price |
| New debt | $3.9B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $10.2B | 72% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $4.1B | $743M | $297M | $279M | $3.6B |
| Year 2 | $4.3B | $778M | $276M | $322M | $3.3B |
| Year 3 | $4.5B | $810M | $251M | $366M | $2.9B |
| Year 4 | $4.6B | $839M | $223M | $410M | $2.5B |
| Year 5 | $4.8B | $864M | $192M | $454M | $2.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 15.4× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $13.3B | |
| − Debt left | $2.1B | |
| = Buyer's equity | $11.3B | |
| Money multiple | 1.10× | on $10.2B put in |
| Buyer's yearly return (IRR) | 2.0% |
Price against return
What the buyer makes at other premiums over today's $82.96; the IRR reaches 20% at $60.69 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $91.26 | 6.5% |
| 20% | $99.55 | 4.1% |
| 30% | $107.85 | 2.0% |
| 40% | $116.14 | 0.1% |
| 50% | $124.44 | −1.6% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.9B | |
| EBITDA, last 12 months | $706M | 18.2% of revenue |
| Depreciation and amortization | $106M | |
| Capital spending | $67.4M | |
| Debt | $1.3B | |
| Cash | $250M | |
| Share price | $82.96 | 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 5.3% 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 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, Donaldson would cost about $116.14 a share, $13.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $95.16 | $11.2B |
| Median | 40% | $116.14 | $13.7B |
| High end (a quarter paid more) | 60.2% | $132.90 | $15.7B |
Donaldson's latest quarter
Donaldson, Q4 FY26: revenue $1.1B (+8% year over year), operating margin 16.7%, net earnings $129M, operating cash flow $200M. The chart follows the revenue to costs, profit and cash.
Questions
Is Donaldson being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Donaldson?
A leveraged buyout at today's price plus 30% ($107.85 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $60.69 a share (−27% against today's $82.96).
What would a takeover of Donaldson 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, Donaldson would cost about $116.14 a share, $13.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.