Filing Flows › Element Solutions (ESI) › Takeover & LBO
Is Element Solutions (ESI) a takeover target?
A leveraged buyout at today's price plus 30% ($44.55 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $23.66 a share (−31% against today's $34.27). Historically 5.1% of companies with its figures were bought within a year (1.02× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $44.55 | today's $34.27 plus 30% |
| × shares | 243.7 million | |
| = Equity value | $10.9B | |
| + Debt refinanced | $2.1B | |
| − Cash | $225M | |
| + Other claims | $14.5M | preferred stock, minority interests |
| = Enterprise value | $12.7B | 22.0× EBITDA of $578M |
| Fees | $255M | 2% of the price |
| New debt | $3.2B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $9.8B | 76% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.8B | $624M | $243M | $185M | $3.0B |
| Year 2 | $4.0B | $667M | $229M | $224M | $2.8B |
| Year 3 | $4.2B | $703M | $212M | $262M | $2.5B |
| Year 4 | $4.4B | $733M | $192M | $298M | $2.2B |
| Year 5 | $4.6B | $755M | $169M | $332M | $1.9B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 17.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $13.4B | |
| − Debt left | $1.9B | |
| = Buyer's equity | $11.5B | |
| Money multiple | 1.17× | on $9.8B put in |
| Buyer's yearly return (IRR) | 3.2% |
Price against return
What the buyer makes at other premiums over today's $34.27; the IRR reaches 20% at $23.66 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $37.70 | 7.2% |
| 20% | $41.12 | 5.1% |
| 30% | $44.55 | 3.2% |
| 40% | $47.98 | 1.5% |
| 50% | $51.41 | −0.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.5B | |
| EBITDA, last 12 months | $578M | 16.6% of revenue |
| Depreciation and amortization | $170M | |
| Capital spending | $100M | |
| Debt | $2.1B | |
| Cash | $225M | |
| Share price | $34.27 | 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 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 30% 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 on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Element Solutions would cost about $45.41 a share, $11.1B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $41.12 | $10.0B |
| Median | 32.5% | $45.41 | $11.1B |
| High end (a quarter paid more) | 51.8% | $52.02 | $12.7B |
The odds, from history
Historically 5.1% of companies with its figures were bought within a year (1.02× the average). Its figures put it in decile 6 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.
Element Solutions' latest quarter
Element Solutions, Q3 2026: revenue $995M (+52% year over year), operating margin 11.4%, net earnings $65.7M, operating cash flow $159M. The chart follows the revenue to costs, profit and cash.
Questions
Is Element Solutions being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Element Solutions?
A leveraged buyout at today's price plus 30% ($44.55 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $23.66 a share (−31% against today's $34.27).
What would a takeover of Element Solutions cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Element Solutions would cost about $45.41 a share, $11.1B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.