Filing Flows › nCino (NCNO) › Takeover & LBO
Is nCino (NCNO) a takeover target?
A leveraged buyout at today's price plus 30% ($25.40 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $13.26 a share (−32% against today's $19.54). Historically 5.0% of companies with its figures were bought within a year (1.0× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $25.40 | today's $19.54 plus 30% |
| × shares | 105.4 million | |
| = Equity value | $2.7B | |
| + Debt refinanced | $275M | |
| − Cash | $83.3M | |
| = Enterprise value | $2.9B | 31.8× EBITDA of $90.3M |
| Fees | $57.4M | 2% of the price |
| New debt | $496M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.4B | 83% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $672M | $97.5M | $38.0M | $51.1M | $445M |
| Year 2 | $717M | $104M | $34.1M | $61.1M | $384M |
| Year 3 | $757M | $110M | $29.4M | $71.0M | $313M |
| Year 4 | $789M | $114M | $24.0M | $80.8M | $232M |
| Year 5 | $813M | $118M | $17.8M | $90.3M | $142M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 24.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $2.9B | |
| − Debt left | $142M | |
| = Buyer's equity | $2.8B | |
| Money multiple | 1.15× | on $2.4B put in |
| Buyer's yearly return (IRR) | 2.9% |
Price against return
What the buyer makes at other premiums over today's $19.54; the IRR reaches 20% at $13.26 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $21.49 | 6.8% |
| 20% | $23.45 | 4.7% |
| 30% | $25.40 | 2.9% |
| 40% | $27.36 | 1.2% |
| 50% | $29.31 | −0.4% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $622M | |
| EBITDA, last 12 months | $90.3M | 14.5% of revenue |
| Depreciation and amortization | $41.0M | |
| Capital spending | $1.4M | |
| Debt | $275M | |
| Cash | $83.3M | |
| Share price | $19.54 | on Oct 12, 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 12% 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, nCino would cost about $25.40 a share, $2.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $21.88 | $2.3B |
| Median | 30% | $25.40 | $2.7B |
| High end (a quarter paid more) | 31% | $25.60 | $2.7B |
The odds, from history
Historically 5.0% of companies with its figures were bought within a year (1.0× the average). Its figures put it in decile 6 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.
nCino's latest quarter
nCino, Q2 FY27: revenue $161M (+8% year over year), operating margin 8.5%, net earnings $5.1M, operating cash flow $34.2M. The chart follows the revenue to costs, profit and cash.
Questions
Is nCino being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy nCino?
A leveraged buyout at today's price plus 30% ($25.40 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $13.26 a share (−32% against today's $19.54).
What would a takeover of nCino 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, nCino would cost about $25.40 a share, $2.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.