Filing Flows › Pentair (PNR) › Takeover & LBO
Is Pentair (PNR) a takeover target?
A leveraged buyout at today's price plus 30% ($86.14 a share) would return a loss of about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $43.90 a share (−34% against today's $66.26). Historically 2.6% of companies with its figures were bought within a year (0.52× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $86.14 | today's $66.26 plus 30% |
| × shares | 160.3 million | |
| = Equity value | $13.8B | |
| + Debt refinanced | $1.5B | |
| − Cash | $74.0M | |
| = Enterprise value | $15.2B | 16.9× EBITDA of $899M |
| Fees | $304M | 2% of the price |
| New debt | $4.9B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $10.6B | 68% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.8B | $872M | $378M | $365M | $4.6B |
| Year 2 | $3.8B | $859M | $350M | $379M | $4.2B |
| Year 3 | $3.8B | $859M | $321M | $404M | $3.8B |
| Year 4 | $3.8B | $872M | $290M | $435M | $3.4B |
| Year 5 | $4.0B | $898M | $257M | $479M | $2.9B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 13.4× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $12.0B | |
| − Debt left | $2.9B | |
| = Buyer's equity | $9.1B | |
| Money multiple | 0.86× | on $10.6B put in |
| Buyer's yearly return (IRR) | −2.9% |
Price against return
What the buyer makes at other premiums over today's $66.26; the IRR reaches 20% at $43.90 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $72.89 | 1.7% |
| 20% | $79.51 | −0.8% |
| 30% | $86.14 | −2.9% |
| 40% | $92.76 | −4.8% |
| 50% | $99.39 | −6.4% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $4.0B | |
| EBITDA, last 12 months | $899M | 22.7% of revenue |
| Depreciation and amortization | $122M | |
| Capital spending | $77.9M | |
| Debt | $1.5B | |
| Cash | $74.0M | |
| Share price | $66.26 | 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 -3.0% 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 14% 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 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Pentair would cost about $92.76 a share, $14.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $76.00 | $12.2B |
| Median | 40% | $92.76 | $14.9B |
| High end (a quarter paid more) | 60.2% | $106.15 | $17.0B |
The odds, from history
Historically 2.6% of companies with its figures were bought within a year (0.52× 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.
Pentair's latest quarter
Pentair, Q3 2026: revenue $976M (-4% year over year), operating margin 20.1%, net earnings $145M, operating cash flow $169M. The chart follows the revenue to costs, profit and cash.
Questions
Is Pentair being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Pentair?
A leveraged buyout at today's price plus 30% ($86.14 a share) would return a loss of about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $43.90 a share (−34% against today's $66.26).
What would a takeover of Pentair cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Pentair would cost about $92.76 a share, $14.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.