Filing Flows › TheRealReal (REAL) › Takeover & LBO
Is TheRealReal (REAL) a takeover target?
A leveraged buyout at today's price plus 30% ($14.03 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 4.5% of companies with its figures were bought within a year (0.89× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $14.03 | today's $10.79 plus 30% |
| × shares | 128.1 million | |
| = Equity value | $1.8B | |
| + Debt refinanced | $0 | |
| − Cash | $119M | |
| = Enterprise value | $1.7B | 47.3× EBITDA of $35.5M |
| Fees | $33.6M | 2% of the price |
| New debt | $195M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.5B | 89% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $845M | $38.3M | $14.9M | −$1.9M | $197M |
| Year 2 | $902M | $40.9M | $15.1M | −$199K | $197M |
| Year 3 | $952M | $43.2M | $15.1M | $1.7M | $196M |
| Year 4 | $992M | $45.0M | $15.0M | $3.6M | $192M |
| Year 5 | $1.0B | $46.3M | $14.7M | $5.7M | $186M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 35.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $1.7B | |
| − Debt left | $186M | |
| = Buyer's equity | $1.5B | |
| Money multiple | 0.97× | on $1.5B put in |
| Buyer's yearly return (IRR) | −0.7% |
Price against return
What the buyer makes at other premiums over today's $10.79.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $11.87 | 3.5% |
| 20% | $12.95 | 1.3% |
| 30% | $14.03 | −0.7% |
| 40% | $15.11 | −2.5% |
| 50% | $16.18 | −4.0% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $782M | |
| EBITDA, last 12 months | $35.5M | 4.5% of revenue |
| Depreciation and amortization | $32.3M | |
| Capital spending | $17.6M | |
| Debt | $0 | |
| Cash | $119M | |
| Share price | $10.79 | on Oct 26, 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 on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, TheRealReal would cost about $14.30 a share, $1.8B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $12.95 | $1.7B |
| Median | 32.5% | $14.30 | $1.8B |
| High end (a quarter paid more) | 51.8% | $16.38 | $2.1B |
The odds, from history
Historically 4.5% of companies with its figures were bought within a year (0.89× the average). Its figures put it in decile 5 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.
TheRealReal's latest quarter
TheRealReal, Q3 2026: revenue $206M (+19% year over year), operating margin 0.7%, net earnings $16.0M, operating cash flow $25.0M. The chart follows the revenue to costs, profit and cash.
Questions
Is TheRealReal being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy TheRealReal?
A leveraged buyout at today's price plus 30% ($14.03 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 TheRealReal cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, TheRealReal would cost about $14.30 a share, $1.8B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.