Filing Flows › Procore Technologies (PCOR) › Takeover & LBO
Is Procore Technologies (PCOR) a takeover target?
A leveraged buyout at today's price plus 30% ($79.79 a share) would return a loss of about 1% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 3.3% of companies with its figures were bought within a year (0.66× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $79.79 | today's $61.38 plus 30% |
| × shares | 150.4 million | |
| = Equity value | $12.0B | |
| + Debt refinanced | $0 | |
| − Cash | $614M | |
| = Enterprise value | $11.4B | 191.5× EBITDA of $59.5M |
| Fees | $228M | 2% of the price |
| New debt | $327M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $11.3B | 97% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.6B | $64.2M | $25.0M | $5.9M | $321M |
| Year 2 | $1.7B | $68.5M | $24.6M | $10.3M | $311M |
| Year 3 | $1.8B | $72.3M | $23.8M | $15.1M | $296M |
| Year 4 | $1.9B | $75.4M | $22.6M | $20.0M | $276M |
| Year 5 | $1.9B | $77.6M | $21.1M | $25.1M | $251M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 144.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $11.3B | |
| − Debt left | $251M | |
| = Buyer's equity | $11.0B | |
| Money multiple | 0.97× | on $11.3B put in |
| Buyer's yearly return (IRR) | −0.5% |
Price against return
What the buyer makes at other premiums over today's $61.38.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $67.52 | 3.2% |
| 20% | $73.66 | 1.2% |
| 30% | $79.79 | −0.5% |
| 40% | $85.93 | −2.1% |
| 50% | $92.07 | −3.5% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.5B | |
| EBITDA, last 12 months | $59.5M | 4.0% of revenue |
| Depreciation and amortization | $121M | |
| Capital spending | $19.8M | |
| Debt | $0 | |
| Cash | $614M | |
| Share price | $61.38 | 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 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 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, Procore Technologies would cost about $79.79 a share, $12.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $68.75 | $10.3B |
| Median | 30% | $79.79 | $12.0B |
| High end (a quarter paid more) | 31% | $80.41 | $12.1B |
The odds, from history
Historically 3.3% of companies with its figures were bought within a year (0.66× 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.
Procore Technologies' latest quarter
Procore Technologies, Q3 2026: revenue $402M (+19% year over year), operating margin -1.8%, net loss $4.6M, operating cash flow $95.7M. The chart follows the revenue to costs, profit and cash.
Questions
Is Procore Technologies being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Procore Technologies?
A leveraged buyout at today's price plus 30% ($79.79 a share) would return a loss of about 1% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Procore Technologies 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, Procore Technologies would cost about $79.79 a share, $12.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.