Filing Flows › PagerDuty (PD) › Takeover & LBO
Is PagerDuty (PD) a takeover target?
A leveraged buyout at today's price plus 30% ($21.01 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 6.3% of companies with its figures were bought within a year (1.26× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $21.01 | today's $16.16 plus 30% |
| × shares | 79.1 million | |
| = Equity value | $1.7B | |
| + Debt refinanced | $421M | |
| − Cash | $470M | |
| = Enterprise value | $1.6B | 36.7× EBITDA of $44.0M |
| Fees | $32.3M | 2% of the price |
| New debt | $242M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.4B | 85% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $506M | $45.0M | $18.5M | $18.7M | $223M |
| Year 2 | $519M | $46.1M | $17.1M | $20.8M | $203M |
| Year 3 | $532M | $47.4M | $15.5M | $23.0M | $180M |
| Year 4 | $547M | $48.7M | $13.7M | $25.5M | $154M |
| Year 5 | $564M | $50.2M | $11.8M | $28.3M | $126M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 27.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $1.4B | |
| − Debt left | $126M | |
| = Buyer's equity | $1.3B | |
| Money multiple | 0.91× | on $1.4B put in |
| Buyer's yearly return (IRR) | −1.9% |
Price against return
What the buyer makes at other premiums over today's $16.16.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $17.78 | 2.2% |
| 20% | $19.39 | 0.0% |
| 30% | $21.01 | −1.9% |
| 40% | $22.62 | −3.6% |
| 50% | $24.24 | −5.2% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $495M | |
| EBITDA, last 12 months | $44.0M | 8.9% of revenue |
| Depreciation and amortization | $12.0M | |
| Capital spending | $4.8M | |
| Debt | $421M | |
| Cash | $470M | |
| Share price | $16.16 | on Oct 9, 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 2.3% 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, PagerDuty would cost about $21.01 a share, $1.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $18.10 | $1.4B |
| Median | 30% | $21.01 | $1.7B |
| High end (a quarter paid more) | 31% | $21.17 | $1.7B |
The odds, from history
Historically 6.3% of companies with its figures were bought within a year (1.26× the average). Its figures put it in decile 8 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.
PagerDuty's latest quarter
PagerDuty, Q2 FY27: revenue $124M (+0.8% year over year), operating margin 8.2%, net earnings $7.8M, operating cash flow $36.9M. The chart follows the revenue to costs, profit and cash.
Questions
Is PagerDuty being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy PagerDuty?
A leveraged buyout at today's price plus 30% ($21.01 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of PagerDuty 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, PagerDuty would cost about $21.01 a share, $1.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.