Filing Flows › Marathon Petroleum (MPC) › Takeover & LBO
Is Marathon Petroleum (MPC) a takeover target?
A leveraged buyout at today's price plus 30% ($490.52 a share) would return about 17% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $455.67 a share (21% against today's $377.32). At $163.4B 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 1.1% of companies with its figures were bought within a year (0.23× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $490.52 | today's $377.32 plus 30% |
| × shares | 280.0 million | |
| = Equity value | $137.3B | |
| + Debt refinanced | $33.0B | |
| − Cash | $13.6B | |
| + Other claims | $6.6B | preferred stock, minority interests |
| = Enterprise value | $163.4B | 6.5× EBITDA of $25.2B |
| Fees | $3.3B | 2% of the price |
| New debt | $106.2B | 4.2× EBITDA at 7.65% a year; the limit that binds: 65% of the price |
| Buyer's own money | $60.5B | 36% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $188.8B | $27.2B | $8.1B | $9.7B | $96.5B |
| Year 2 | $201.5B | $29.0B | $7.4B | $11.6B | $85.0B |
| Year 3 | $212.6B | $30.6B | $6.5B | $13.5B | $71.5B |
| Year 4 | $221.6B | $31.9B | $5.5B | $15.3B | $56.2B |
| Year 5 | $228.3B | $32.9B | $4.3B | $17.1B | $39.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 5.2× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $172.0B | |
| − Debt left | $39.1B | |
| = Buyer's equity | $132.9B | |
| Money multiple | 2.20× | on $60.5B put in |
| Buyer's yearly return (IRR) | 17.1% |
Price against return
What the buyer makes at other premiums over today's $377.32; the IRR reaches 20% at $455.67 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $415.05 | 23.5% |
| 20% | $452.78 | 20.2% |
| 30% | $490.52 | 17.1% |
| 40% | $528.25 | 14.0% |
| 50% | $565.98 | 10.9% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $174.8B | |
| EBITDA, last 12 months | $25.2B | 14.4% of revenue |
| Depreciation and amortization | $3.3B | |
| Capital spending | $4.4B | |
| Debt | $33.0B | |
| Cash | $13.6B | |
| Share price | $377.32 | 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 21% 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, Marathon Petroleum would cost about $499.95 a share, $140.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $452.78 | $126.8B |
| Median | 32.5% | $499.95 | $140.0B |
| High end (a quarter paid more) | 51.8% | $572.77 | $160.4B |
The odds, from history
Historically 1.1% of companies with its figures were bought within a year (0.23× 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.
Marathon Petroleum's latest quarter
Marathon Petroleum, Q3 2026: revenue $56.0B (+61% year over year), operating margin 18.7%, net earnings $7.4B, operating cash flow $10.7B. The chart follows the revenue to costs, profit and cash.
Questions
Is Marathon Petroleum being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Marathon Petroleum?
A leveraged buyout at today's price plus 30% ($490.52 a share) would return about 17% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $455.67 a share (21% against today's $377.32). At $163.4B 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 Marathon Petroleum 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, Marathon Petroleum would cost about $499.95 a share, $140.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.