Filing Flows › Flowers Foods (FLO) › Takeover & LBO
Is Flowers Foods (FLO) a takeover target?
A leveraged buyout at today's price plus 30% ($8.75 a share) would return about 5% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $4.55 a share (−32% against today's $6.73). Historically 5.7% of companies with its figures were bought within a year (1.13× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $8.75 | today's $6.73 plus 30% |
| × shares | 212.1 million | |
| = Equity value | $1.9B | |
| + Debt refinanced | $1.8B | |
| − Cash | $12.1M | |
| = Enterprise value | $3.6B | 10.5× EBITDA of $341M |
| Fees | $72.0M | 2% of the price |
| New debt | $1.9B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.8B | 49% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $5.5B | $359M | $144M | $44.0M | $1.8B |
| Year 2 | $5.8B | $376M | $140M | $56.1M | $1.8B |
| Year 3 | $6.0B | $391M | $136M | $68.6M | $1.7B |
| Year 4 | $6.2B | $405M | $131M | $81.5M | $1.6B |
| Year 5 | $6.4B | $417M | $125M | $94.5M | $1.5B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 9.3× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $3.9B | |
| − Debt left | $1.5B | |
| = Buyer's equity | $2.3B | |
| Money multiple | 1.30× | on $1.8B put in |
| Buyer's yearly return (IRR) | 5.4% |
Price against return
What the buyer makes at other premiums over today's $6.73; the IRR reaches 20% at $4.55 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $7.41 | 9.2% |
| 20% | $8.08 | 7.2% |
| 30% | $8.75 | 5.4% |
| 40% | $9.43 | 3.8% |
| 50% | $10.10 | 2.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $5.3B | |
| EBITDA, last 12 months | $341M | 6.5% of revenue |
| Depreciation and amortization | $167M | |
| Capital spending | $127M | |
| Debt | $1.8B | |
| Cash | $12.1M | |
| Share price | $6.73 | 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 5.1% 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 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, Flowers Foods would cost about $8.92 a share, $1.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $8.08 | $1.7B |
| Median | 32.5% | $8.92 | $1.9B |
| High end (a quarter paid more) | 51.8% | $10.22 | $2.2B |
The odds, from history
Historically 5.7% of companies with its figures were bought within a year (1.13× the average). Its figures put it in decile 7 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.
Flowers Foods' latest quarter
Flowers Foods, Q2 2026: revenue $1.2B (-4% year over year), operating margin 5.7%, net earnings $40.7M, operating cash flow $134M. The chart follows the revenue to costs, profit and cash.
Questions
Is Flowers Foods being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Flowers Foods?
A leveraged buyout at today's price plus 30% ($8.75 a share) would return about 5% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $4.55 a share (−32% against today's $6.73).
What would a takeover of Flowers Foods 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, Flowers Foods would cost about $8.92 a share, $1.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.