Filing Flows › Nasdaq (NDAQ) › Takeover & LBO
Is Nasdaq (NDAQ) a takeover target?
A leveraged buyout at today's price plus 30% ($139.39 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 $74.80 a share (−30% against today's $107.22). At $86.7B 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 3.0% of companies with its figures were bought within a year (0.59× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $139.39 | today's $107.22 plus 30% |
| × shares | 563.3 million | |
| = Equity value | $78.5B | |
| + Debt refinanced | $8.7B | |
| − Cash | $516M | |
| + Other claims | $4.0M | preferred stock, minority interests |
| = Enterprise value | $86.7B | 25.6× EBITDA of $3.4B |
| Fees | $1.7B | 2% of the price |
| New debt | $18.6B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $69.9B | 79% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $9.9B | $3.7B | $1.4B | $1.5B | $17.1B |
| Year 2 | $10.5B | $3.9B | $1.3B | $1.8B | $15.3B |
| Year 3 | $11.1B | $4.1B | $1.2B | $2.1B | $13.1B |
| Year 4 | $11.6B | $4.3B | $1.0B | $2.4B | $10.8B |
| Year 5 | $11.9B | $4.4B | $824M | $2.6B | $8.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 20.3× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $89.6B | |
| − Debt left | $8.1B | |
| = Buyer's equity | $81.5B | |
| Money multiple | 1.17× | on $69.9B put in |
| Buyer's yearly return (IRR) | 3.1% |
Price against return
What the buyer makes at other premiums over today's $107.22; the IRR reaches 20% at $74.80 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $117.94 | 7.2% |
| 20% | $128.66 | 5.1% |
| 30% | $139.39 | 3.1% |
| 40% | $150.11 | 1.4% |
| 50% | $160.83 | −0.2% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $9.1B | |
| EBITDA, last 12 months | $3.4B | 37.0% of revenue |
| Depreciation and amortization | $656M | |
| Capital spending | $288M | |
| Debt | $8.7B | |
| Cash | $516M | |
| Share price | $107.22 | 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 20% 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 14.9% over the share price before the deal (the middle half 9.5% to 33.6%), according to the 17 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Nasdaq would cost about $123.20 a share, $69.4B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 9.5% | $117.41 | $66.1B |
| Median | 14.9% | $123.20 | $69.4B |
| High end (a quarter paid more) | 33.6% | $143.25 | $80.7B |
The odds, from history
Historically 3.0% of companies with its figures were bought within a year (0.59× the average). Its figures put it in decile 2 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.
Nasdaq's latest quarter
Nasdaq, Q3 2026: revenue $2.4B (+21% year over year), operating margin 30.6%, net earnings $539M, operating cash flow $521M. The chart follows the revenue to costs, profit and cash.
Questions
Is Nasdaq being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Nasdaq?
A leveraged buyout at today's price plus 30% ($139.39 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 $74.80 a share (−30% against today's $107.22). At $86.7B 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 Nasdaq cost?
Takeovers in its sector paid a median premium of 14.9% over the share price before the deal (the middle half 9.5% to 33.6%), according to the 17 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Nasdaq would cost about $123.20 a share, $69.4B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.