Filing Flows › Digi International (DGII) › Takeover & LBO
Is Digi International (DGII) a takeover target?
A leveraged buyout at today's price plus 30% ($92.86 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 $45.64 a share (−36% against today's $71.43). Historically 5.9% of companies with its figures were bought within a year (1.18× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $92.86 | today's $71.43 plus 30% |
| × shares | 38.9 million | |
| = Equity value | $3.6B | |
| + Debt refinanced | $108M | |
| − Cash | $28.0M | |
| = Enterprise value | $3.7B | 44.3× EBITDA of $83.4M |
| Fees | $73.9M | 2% of the price |
| New debt | $459M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $3.3B | 88% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $547M | $90.1M | $35.1M | $42.3M | $417M |
| Year 2 | $584M | $96.2M | $31.9M | $50.6M | $366M |
| Year 3 | $616M | $101M | $28.0M | $58.9M | $307M |
| Year 4 | $642M | $106M | $23.5M | $67.0M | $240M |
| Year 5 | $661M | $109M | $18.4M | $74.8M | $165M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 34.3× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $3.7B | |
| − Debt left | $165M | |
| = Buyer's equity | $3.6B | |
| Money multiple | 1.08× | on $3.3B put in |
| Buyer's yearly return (IRR) | 1.5% |
Price against return
What the buyer makes at other premiums over today's $71.43; the IRR reaches 20% at $45.64 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $78.57 | 5.4% |
| 20% | $85.72 | 3.4% |
| 30% | $92.86 | 1.5% |
| 40% | $100.00 | −0.1% |
| 50% | $107.15 | −1.6% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $506M | |
| EBITDA, last 12 months | $83.4M | 16.5% of revenue |
| Depreciation and amortization | $12.9M | |
| Capital spending | $2.4M | |
| Debt | $108M | |
| Cash | $28.0M | |
| Share price | $71.43 | on Oct 15, 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 8.0% 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 15% 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 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Digi International would cost about $92.86 a share, $3.6B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $80.00 | $3.1B |
| Median | 30% | $92.86 | $3.6B |
| High end (a quarter paid more) | 31% | $93.57 | $3.6B |
The odds, from history
Historically 5.9% of companies with its figures were bought within a year (1.18× the average). Its figures put it in decile 8 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.
Digi International's latest quarter
Digi International, Q3 FY26: revenue $139M (+29% year over year), operating margin 16.5%, net earnings $15.7M, operating cash flow $33.3M. The chart follows the revenue to costs, profit and cash.
Questions
Is Digi International being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Digi International?
A leveraged buyout at today's price plus 30% ($92.86 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 $45.64 a share (−36% against today's $71.43).
What would a takeover of Digi International cost?
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Digi International would cost about $92.86 a share, $3.6B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.