Filing Flows › Marzetti (MZTI) › Takeover & LBO
Is Marzetti (MZTI) a takeover target?
A leveraged buyout at today's price plus 30% ($142.66 a share) would return a loss of about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $81.24 a share (−26% against today's $109.74). Historically 3.4% of companies with its figures were bought within a year (0.68× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $142.66 | today's $109.74 plus 30% |
| × shares | 27.3 million | |
| = Equity value | $3.9B | |
| + Debt refinanced | $197M | |
| − Cash | $17.5M | |
| = Enterprise value | $4.1B | 13.7× EBITDA of $296M |
| Fees | $81.4M | 2% of the price |
| New debt | $1.6B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.5B | 61% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.9B | $293M | $125M | $69.8M | $1.6B |
| Year 2 | $1.9B | $293M | $119M | $74.0M | $1.5B |
| Year 3 | $1.9B | $296M | $114M | $78.3M | $1.4B |
| Year 4 | $2.0B | $302M | $108M | $84.6M | $1.3B |
| Year 5 | $2.0B | $312M | $101M | $92.9M | $1.2B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 10.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $3.3B | |
| − Debt left | $1.2B | |
| = Buyer's equity | $2.1B | |
| Money multiple | 0.84× | on $2.5B put in |
| Buyer's yearly return (IRR) | −3.5% |
Price against return
What the buyer makes at other premiums over today's $109.74; the IRR reaches 20% at $81.24 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $120.71 | 2.0% |
| 20% | $131.69 | −1.0% |
| 30% | $142.66 | −3.5% |
| 40% | $153.64 | −5.7% |
| 50% | $164.61 | −7.6% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.9B | |
| EBITDA, last 12 months | $296M | 15.4% of revenue |
| Depreciation and amortization | $75.2M | |
| Capital spending | $79.9M | |
| Debt | $197M | |
| Cash | $17.5M | |
| Share price | $109.74 | 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 -0.9% 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, Marzetti would cost about $145.41 a share, $4.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $131.69 | $3.6B |
| Median | 32.5% | $145.41 | $4.0B |
| High end (a quarter paid more) | 51.8% | $166.59 | $4.5B |
The odds, from history
Historically 3.4% of companies with its figures were bought within a year (0.68× the average). Its figures put it in decile 3 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.
Marzetti's latest quarter
Marzetti, Q1 FY27: revenue $482M (-2% year over year), operating margin 8.6%, net earnings $29.3M, operating cash flow $51.0M. The chart follows the revenue to costs, profit and cash.
Questions
Is Marzetti being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Marzetti?
A leveraged buyout at today's price plus 30% ($142.66 a share) would return a loss of about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $81.24 a share (−26% against today's $109.74).
What would a takeover of Marzetti 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, Marzetti would cost about $145.41 a share, $4.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.