Filing Flows › ICF International (ICFI) › Takeover & LBO
Is ICF International (ICFI) a takeover target?
A leveraged buyout at today's price plus 30% ($124.12 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $68.95 a share (−28% against today's $95.48). Historically 4.4% of companies with its figures were bought within a year (0.87× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $124.12 | today's $95.48 plus 30% |
| × shares | 18.1 million | |
| = Equity value | $2.2B | |
| + Debt refinanced | $372M | |
| − Cash | $5.1M | |
| = Enterprise value | $2.6B | 13.2× EBITDA of $198M |
| Fees | $52.2M | 2% of the price |
| New debt | $1.1B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.6B | 59% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.8B | $192M | $83.3M | $77.3M | $1.0B |
| Year 2 | $1.7B | $189M | $77.4M | $79.9M | $932M |
| Year 3 | $1.7B | $189M | $71.3M | $84.9M | $847M |
| Year 4 | $1.8B | $192M | $64.8M | $89.7M | $757M |
| Year 5 | $1.8B | $198M | $57.9M | $96.9M | $660M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 10.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $2.1B | |
| − Debt left | $660M | |
| = Buyer's equity | $1.4B | |
| Money multiple | 0.91× | on $1.6B put in |
| Buyer's yearly return (IRR) | −1.9% |
Price against return
What the buyer makes at other premiums over today's $95.48; the IRR reaches 20% at $68.95 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $105.03 | 3.2% |
| 20% | $114.58 | 0.5% |
| 30% | $124.12 | −1.9% |
| 40% | $133.67 | −4.0% |
| 50% | $143.22 | −5.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.8B | |
| EBITDA, last 12 months | $198M | 10.8% of revenue |
| Depreciation and amortization | $51.0M | |
| Capital spending | $21.0M | |
| Debt | $372M | |
| Cash | $5.1M | |
| Share price | $95.48 | 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 -3.0% 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 19% 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, ICF International would cost about $133.67 a share, $2.4B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $109.52 | $2.0B |
| Median | 40% | $133.67 | $2.4B |
| High end (a quarter paid more) | 60.2% | $152.96 | $2.8B |
The odds, from history
Historically 4.4% of companies with its figures were bought within a year (0.87× the average). Its figures put it in decile 5 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.
ICF International's latest quarter
ICF International, Q3 2026: revenue $470M (+1% year over year), operating margin 9.3%, net earnings $31.7M, operating cash flow $35.2M. The chart follows the revenue to costs, profit and cash.
Questions
Is ICF International being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy ICF International?
A leveraged buyout at today's price plus 30% ($124.12 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $68.95 a share (−28% against today's $95.48).
What would a takeover of ICF International 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, ICF International would cost about $133.67 a share, $2.4B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.