Filing Flows › ServiceNow (NOW) › Takeover & LBO
Is ServiceNow (NOW) a takeover target?
A leveraged buyout at today's price plus 30% ($133.07 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $62.32 a share (−39% against today's $102.36). At $141.7B 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 2.5% of companies with its figures were bought within a year (0.5× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $133.07 | today's $102.36 plus 30% |
| × shares | 1,043.0 million | |
| = Equity value | $138.8B | |
| + Debt refinanced | $7.5B | |
| − Cash | $4.6B | |
| = Enterprise value | $141.7B | 51.3× EBITDA of $2.8B |
| Fees | $2.8B | 2% of the price |
| New debt | $15.2B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $129.4B | 89% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $16.7B | $3.0B | $1.2B | $937M | $14.2B |
| Year 2 | $17.8B | $3.2B | $1.1B | $1.1B | $13.1B |
| Year 3 | $18.8B | $3.4B | $1.0B | $1.3B | $11.8B |
| Year 4 | $19.6B | $3.5B | $903M | $1.5B | $10.3B |
| Year 5 | $20.2B | $3.6B | $789M | $1.7B | $8.6B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 39.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $143.2B | |
| − Debt left | $8.6B | |
| = Buyer's equity | $134.6B | |
| Money multiple | 1.04× | on $129.4B put in |
| Buyer's yearly return (IRR) | 0.8% |
Price against return
What the buyer makes at other premiums over today's $102.36; the IRR reaches 20% at $62.32 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $112.60 | 4.6% |
| 20% | $122.83 | 2.6% |
| 30% | $133.07 | 0.8% |
| 40% | $143.30 | −0.8% |
| 50% | $153.54 | −2.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $15.4B | |
| EBITDA, last 12 months | $2.8B | 17.9% of revenue |
| Depreciation and amortization | $1.3B | |
| Capital spending | $584M | |
| Debt | $7.5B | |
| Cash | $4.6B | |
| Share price | $102.36 | 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 29% 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, ServiceNow would cost about $133.07 a share, $138.8B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $114.64 | $119.6B |
| Median | 30% | $133.07 | $138.8B |
| High end (a quarter paid more) | 31% | $134.09 | $139.9B |
The odds, from history
Historically 2.5% of companies with its figures were bought within a year (0.5× 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.
ServiceNow's latest quarter
ServiceNow, Q3 2026: revenue $4.1B (+20% year over year), operating margin 9.4%, net earnings $277M, operating cash flow $839M. The chart follows the revenue to costs, profit and cash.
Questions
Is ServiceNow being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy ServiceNow?
A leveraged buyout at today's price plus 30% ($133.07 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $62.32 a share (−39% against today's $102.36). At $141.7B 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 ServiceNow 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, ServiceNow would cost about $133.07 a share, $138.8B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.