Filing Flows › HF Sinclair (DINO) › Takeover & LBO
Is HF Sinclair (DINO) a takeover target?
A leveraged buyout at today's price plus 30% ($127.10 a share) would return about 20% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 1.4% of companies with its figures were bought within a year (0.27× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $127.10 | today's $97.77 plus 30% |
| × shares | 175.9 million | |
| = Equity value | $22.4B | |
| + Debt refinanced | $2.8B | |
| − Cash | $3.3B | |
| + Other claims | $64.0M | preferred stock, minority interests |
| = Enterprise value | $21.9B | 3.9× EBITDA of $5.7B |
| Fees | $437M | 2% of the price |
| New debt | $14.2B | 2.5× EBITDA at 7.65% a year; the limit that binds: 65% of the price |
| Buyer's own money | $8.1B | 36% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $33.8B | $5.5B | $1.1B | $3.1B | $11.1B |
| Year 2 | $33.3B | $5.4B | $849M | $3.2B | $7.9B |
| Year 3 | $33.3B | $5.4B | $601M | $3.4B | $4.4B |
| Year 4 | $33.8B | $5.5B | $339M | $3.6B | $804M |
| Year 5 | $34.8B | $5.7B | $61.5M | $3.9B | $0 |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 3.0× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $16.7B | |
| − Debt left | $0 | |
| + Cash built up | $3.1B | |
| = Buyer's equity | $19.8B | |
| Money multiple | 2.45× | on $8.1B put in |
| Buyer's yearly return (IRR) | 19.6% |
Price against return
What the buyer makes at other premiums over today's $97.77.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $107.55 | 27.1% |
| 20% | $117.32 | 23.3% |
| 30% | $127.10 | 19.6% |
| 40% | $136.88 | 16.0% |
| 50% | $146.66 | 12.4% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $34.8B | |
| EBITDA, last 12 months | $5.7B | 16.2% of revenue |
| Depreciation and amortization | $963M | |
| Capital spending | $488M | |
| Debt | $2.8B | |
| Cash | $3.3B | |
| Share price | $97.77 | 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 -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 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, HF Sinclair would cost about $136.88 a share, $24.1B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $112.14 | $19.7B |
| Median | 40% | $136.88 | $24.1B |
| High end (a quarter paid more) | 60.2% | $156.63 | $27.5B |
The odds, from history
Historically 1.4% of companies with its figures were bought within a year (0.27× the average). Its figures put it in decile 1 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.
HF Sinclair's latest quarter
HF Sinclair, Q3 2026: revenue $10.9B (+50% year over year), operating margin 24.6%, net earnings $2.0B, operating cash flow $1.8B. The chart follows the revenue to costs, profit and cash.
Questions
Is HF Sinclair being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy HF Sinclair?
A leveraged buyout at today's price plus 30% ($127.10 a share) would return about 20% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of HF Sinclair 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, HF Sinclair would cost about $136.88 a share, $24.1B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.