Filing Flows › Progyny (PGNY) › Takeover & LBO
Is Progyny (PGNY) a takeover target?
A leveraged buyout at today's price plus 30% ($37.95 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 4.9% of companies with its figures were bought within a year (0.98× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $37.95 | today's $29.19 plus 30% |
| × shares | 81.2 million | |
| = Equity value | $3.1B | |
| + Debt refinanced | $0 | |
| − Cash | $196M | |
| = Enterprise value | $2.9B | 21.8× EBITDA of $132M |
| Fees | $57.7M | 2% of the price |
| New debt | $728M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.2B | 75% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.4B | $140M | $55.7M | $24.4M | $704M |
| Year 2 | $1.5B | $147M | $53.8M | $29.7M | $674M |
| Year 3 | $1.5B | $153M | $51.6M | $35.1M | $639M |
| Year 4 | $1.6B | $158M | $48.9M | $40.4M | $599M |
| Year 5 | $1.6B | $163M | $45.8M | $45.8M | $553M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 16.4× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $2.7B | |
| − Debt left | $553M | |
| = Buyer's equity | $2.1B | |
| Money multiple | 0.96× | on $2.2B put in |
| Buyer's yearly return (IRR) | −0.8% |
Price against return
What the buyer makes at other premiums over today's $29.19.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $32.11 | 4.2% |
| 20% | $35.03 | 1.5% |
| 30% | $37.95 | −0.8% |
| 40% | $40.87 | −2.9% |
| 50% | $43.79 | −4.7% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.3B | |
| EBITDA, last 12 months | $132M | 9.9% of revenue |
| Depreciation and amortization | $6.6M | |
| Capital spending | $27.5M | |
| Debt | $0 | |
| Cash | $196M | |
| Share price | $29.19 | 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 5.5% 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 30% 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 35% over the share price before the deal (the middle half 22% to 45%), according to the 15 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Progyny would cost about $39.41 a share, $3.2B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 22% | $35.61 | $2.9B |
| Median | 35% | $39.41 | $3.2B |
| High end (a quarter paid more) | 45% | $42.33 | $3.4B |
The odds, from history
Historically 4.9% of companies with its figures were bought within a year (0.98× the average). Its figures put it in decile 6 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.
Progyny's latest quarter
Progyny, Q3 2026: revenue $341M (+9% year over year), operating margin 10.3%, net earnings $26.3M, operating cash flow $56.6M. The chart follows the revenue to costs, profit and cash.
Questions
Is Progyny being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Progyny?
A leveraged buyout at today's price plus 30% ($37.95 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 Progyny cost?
Takeovers in its sector paid a median premium of 35% over the share price before the deal (the middle half 22% to 45%), according to the 15 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Progyny would cost about $39.41 a share, $3.2B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.