Filing Flows › Guidewire Software (GWRE) › Takeover & LBO
Is Guidewire Software (GWRE) a takeover target?
A leveraged buyout at today's price plus 30% ($211.37 a share) would return about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 2.2% of companies with its figures were bought within a year (0.44× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $211.37 | today's $162.59 plus 30% |
| × shares | 85.1 million | |
| = Equity value | $18.0B | |
| + Debt refinanced | $0 | |
| − Cash | $753M | |
| = Enterprise value | $17.2B | 96.9× EBITDA of $178M |
| Fees | $345M | 2% of the price |
| New debt | $978M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $16.6B | 94% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.6B | $192M | $74.8M | $79.2M | $899M |
| Year 2 | $1.7B | $205M | $68.8M | $95.9M | $803M |
| Year 3 | $1.8B | $216M | $61.4M | $113M | $690M |
| Year 4 | $1.9B | $225M | $52.8M | $129M | $561M |
| Year 5 | $1.9B | $232M | $42.9M | $145M | $417M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 73.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $17.1B | |
| − Debt left | $417M | |
| = Buyer's equity | $16.7B | |
| Money multiple | 1.00× | on $16.6B put in |
| Buyer's yearly return (IRR) | 0.1% |
Price against return
What the buyer makes at other premiums over today's $162.59.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $178.85 | 3.9% |
| 20% | $195.11 | 1.9% |
| 30% | $211.37 | 0.1% |
| 40% | $227.63 | −1.5% |
| 50% | $243.88 | −3.0% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.5B | |
| EBITDA, last 12 months | $178M | 12.1% of revenue |
| Depreciation and amortization | $28.0M | |
| Capital spending | $12.1M | |
| Debt | $0 | |
| Cash | $753M | |
| Share price | $162.59 | 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 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, Guidewire Software would cost about $211.37 a share, $18.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $182.10 | $15.5B |
| Median | 30% | $211.37 | $18.0B |
| High end (a quarter paid more) | 31% | $212.99 | $18.1B |
The odds, from history
Historically 2.2% of companies with its figures were bought within a year (0.44× 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.
Guidewire Software's latest quarter
Guidewire Software, Q4 FY26: revenue $411M (+15% year over year), operating margin 15.2%, net earnings $31.4M, operating cash flow $284M. The chart follows the revenue to costs, profit and cash.
Questions
Is Guidewire Software being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Guidewire Software?
A leveraged buyout at today's price plus 30% ($211.37 a share) would return about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Guidewire Software 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, Guidewire Software would cost about $211.37 a share, $18.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.