Filing Flows › W.W. Grainger (GWW) › Takeover & LBO
Is W.W. Grainger (GWW) a takeover target?
A leveraged buyout at today's price plus 30% ($1,886.82 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $1,008.37 a share (−31% against today's $1,451.40). At $91.4B it would be larger than any buyout on record (the model flags anything over $60 billion), so this is a thought experiment more than a prospect. Historically 2.0% of companies with its figures were bought within a year (0.4× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $1,886.82 | today's $1,451.40 plus 30% |
| × shares | 47.1 million | |
| = Equity value | $88.9B | |
| + Debt refinanced | $2.9B | |
| − Cash | $768M | |
| + Other claims | $397M | preferred stock, minority interests |
| = Enterprise value | $91.4B | 27.5× EBITDA of $3.3B |
| Fees | $1.8B | 2% of the price |
| New debt | $18.3B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $75.0B | 80% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $20.9B | $3.6B | $1.4B | $1.0B | $17.3B |
| Year 2 | $22.3B | $3.8B | $1.3B | $1.2B | $16.0B |
| Year 3 | $23.6B | $4.0B | $1.2B | $1.4B | $14.6B |
| Year 4 | $24.6B | $4.2B | $1.1B | $1.7B | $12.9B |
| Year 5 | $25.3B | $4.3B | $989M | $1.9B | $11.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 21.3× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $92.6B | |
| − Debt left | $11.1B | |
| = Buyer's equity | $81.5B | |
| Money multiple | 1.09× | on $75.0B put in |
| Buyer's yearly return (IRR) | 1.7% |
Price against return
What the buyer makes at other premiums over today's $1,451.40; the IRR reaches 20% at $1,008.37 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $1,596.54 | 6.0% |
| 20% | $1,741.68 | 3.7% |
| 30% | $1,886.82 | 1.7% |
| 40% | $2,031.96 | −0.1% |
| 50% | $2,177.10 | −1.7% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $19.4B | |
| EBITDA, last 12 months | $3.3B | 17.1% of revenue |
| Depreciation and amortization | $259M | |
| Capital spending | $522M | |
| Debt | $2.9B | |
| Cash | $768M | |
| Share price | $1,451.40 | 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 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 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, W.W. Grainger would cost about $2,031.96 a share, $95.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $1,664.76 | $78.4B |
| Median | 40% | $2,031.96 | $95.7B |
| High end (a quarter paid more) | 60.2% | $2,325.14 | $109.5B |
The odds, from history
Historically 2.0% of companies with its figures were bought within a year (0.4× 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.
W.W. Grainger's latest quarter
W.W. Grainger, Q3 2026: revenue $5.2B (+11% year over year), operating margin 16.0%, net earnings $587M, operating cash flow $661M. The chart follows the revenue to costs, profit and cash.
Questions
Is W.W. Grainger being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy W.W. Grainger?
A leveraged buyout at today's price plus 30% ($1,886.82 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $1,008.37 a share (−31% against today's $1,451.40). At $91.4B it would be larger than any buyout on record (the model flags anything over $60 billion), so this is a thought experiment more than a prospect.
What would a takeover of W.W. Grainger 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, W.W. Grainger would cost about $2,031.96 a share, $95.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.