Filing Flows › Paylocity Holding (PCTY) › Takeover & LBO
Is Paylocity Holding (PCTY) a takeover target?
A leveraged buyout at today's price plus 30% ($222.18 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 $129.90 a share (−24% against today's $170.91). Historically 2.0% of companies with its figures were bought within a year (0.39× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $222.18 | today's $170.91 plus 30% |
| × shares | 53.7 million | |
| = Equity value | $11.9B | |
| + Debt refinanced | $131M | |
| − Cash | $195M | |
| = Enterprise value | $11.9B | 23.4× EBITDA of $508M |
| Fees | $237M | 2% of the price |
| New debt | $2.8B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $9.3B | 77% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $2.0B | $549M | $214M | $220M | $2.6B |
| Year 2 | $2.1B | $586M | $197M | $260M | $2.3B |
| Year 3 | $2.2B | $618M | $177M | $298M | $2.0B |
| Year 4 | $2.3B | $644M | $154M | $335M | $1.7B |
| Year 5 | $2.4B | $664M | $129M | $369M | $1.3B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 17.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $11.9B | |
| − Debt left | $1.3B | |
| = Buyer's equity | $10.6B | |
| Money multiple | 1.14× | on $9.3B put in |
| Buyer's yearly return (IRR) | 2.6% |
Price against return
What the buyer makes at other premiums over today's $170.91; the IRR reaches 20% at $129.90 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $188.00 | 7.3% |
| 20% | $205.09 | 4.8% |
| 30% | $222.18 | 2.6% |
| 40% | $239.27 | 0.7% |
| 50% | $256.37 | −1.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.8B | |
| EBITDA, last 12 months | $508M | 28.0% of revenue |
| Depreciation and amortization | $114M | |
| Capital spending | $35.5M | |
| Debt | $131M | |
| Cash | $195M | |
| Share price | $170.91 | 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 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, Paylocity Holding would cost about $222.18 a share, $11.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $191.42 | $10.3B |
| Median | 30% | $222.18 | $11.9B |
| High end (a quarter paid more) | 31% | $223.89 | $12.0B |
The odds, from history
Historically 2.0% of companies with its figures were bought within a year (0.39× the average). Its figures put it in decile 1 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.
Paylocity Holding's latest quarter
Paylocity Holding, Q1 FY27: revenue $452M (+11% year over year), operating margin 18.2%, net earnings $57.6M, operating cash flow $79.7M. The chart follows the revenue to costs, profit and cash.
Questions
Is Paylocity Holding being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Paylocity Holding?
A leveraged buyout at today's price plus 30% ($222.18 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 $129.90 a share (−24% against today's $170.91).
What would a takeover of Paylocity Holding 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, Paylocity Holding would cost about $222.18 a share, $11.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.