Filing Flows › Epam Systems (EPAM) › Takeover & LBO
Is Epam Systems (EPAM) a takeover target?
A leveraged buyout at today's price plus 30% ($203.61 a share) would return about 4% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 3.3% of companies with its figures were bought within a year (0.66× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $203.61 | today's $156.62 plus 30% |
| × shares | 51.5 million | |
| = Equity value | $10.5B | |
| + Debt refinanced | $25.0M | |
| − Cash | $965M | |
| + Other claims | $582K | preferred stock, minority interests |
| = Enterprise value | $9.5B | 13.2× EBITDA of $721M |
| Fees | $191M | 2% of the price |
| New debt | $4.0B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $5.8B | 59% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $6.0B | $769M | $303M | $273M | $3.7B |
| Year 2 | $6.4B | $813M | $283M | $321M | $3.4B |
| Year 3 | $6.7B | $852M | $258M | $370M | $3.0B |
| Year 4 | $6.9B | $885M | $230M | $419M | $2.6B |
| Year 5 | $7.1B | $912M | $198M | $466M | $2.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 9.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $9.0B | |
| − Debt left | $2.1B | |
| = Buyer's equity | $6.9B | |
| Money multiple | 1.19× | on $5.8B put in |
| Buyer's yearly return (IRR) | 3.6% |
Price against return
What the buyer makes at other premiums over today's $156.62.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $172.28 | 10.8% |
| 20% | $187.94 | 6.9% |
| 30% | $203.61 | 3.6% |
| 40% | $219.27 | 0.9% |
| 50% | $234.93 | −1.4% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $5.6B | |
| EBITDA, last 12 months | $721M | 12.8% of revenue |
| Depreciation and amortization | $127M | |
| Capital spending | $62.5M | |
| Debt | $25.0M | |
| Cash | $965M | |
| Share price | $156.62 | 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 6.6% 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 27% 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, Epam Systems would cost about $203.61 a share, $10.5B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $175.41 | $9.0B |
| Median | 30% | $203.61 | $10.5B |
| High end (a quarter paid more) | 31% | $205.17 | $10.6B |
The odds, from history
Historically 3.3% of companies with its figures were bought within a year (0.66× the average). Its figures put it in decile 3 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.
Epam Systems' latest quarter
Epam Systems, Q3 2026: revenue $1.4B (+2% year over year), operating margin 12.3%, net earnings $130M, operating cash flow $289M. The chart follows the revenue to costs, profit and cash.
Questions
Is Epam Systems being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Epam Systems?
A leveraged buyout at today's price plus 30% ($203.61 a share) would return about 4% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Epam Systems 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, Epam Systems would cost about $203.61 a share, $10.5B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.