Filing Flows › Scotts Miracle-Gro (SMG) › Takeover & LBO
Is Scotts Miracle-Gro (SMG) a takeover target?
A leveraged buyout at today's price plus 30% ($80.91 a share) would return a loss of about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $30.56 a share (−51% against today's $62.24). Historically 5.0% of companies with its figures were bought within a year (1.0× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $80.91 | today's $62.24 plus 30% |
| × shares | 59.2 million | |
| = Equity value | $4.8B | |
| + Debt refinanced | $2.1B | |
| − Cash | $27.7M | |
| = Enterprise value | $6.9B | 15.4× EBITDA of $445M |
| Fees | $137M | 2% of the price |
| New debt | $2.4B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $4.6B | 65% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.4B | $432M | $187M | $86.5M | $2.4B |
| Year 2 | $3.3B | $425M | $181M | $87.9M | $2.3B |
| Year 3 | $3.3B | $425M | $174M | $92.6M | $2.2B |
| Year 4 | $3.4B | $432M | $167M | $95.8M | $2.1B |
| Year 5 | $3.5B | $445M | $160M | $102M | $2.0B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 12.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $5.8B | |
| − Debt left | $2.0B | |
| = Buyer's equity | $3.8B | |
| Money multiple | 0.83× | on $4.6B put in |
| Buyer's yearly return (IRR) | −3.7% |
Price against return
What the buyer makes at other premiums over today's $62.24; the IRR reaches 20% at $30.56 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $68.46 | −0.2% |
| 20% | $74.69 | −2.0% |
| 30% | $80.91 | −3.7% |
| 40% | $87.14 | −5.2% |
| 50% | $93.36 | −6.6% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.5B | |
| EBITDA, last 12 months | $445M | 12.8% of revenue |
| Depreciation and amortization | $62.6M | |
| Capital spending | $106M | |
| Debt | $2.1B | |
| Cash | $27.7M | |
| Share price | $62.24 | 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 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 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, Scotts Miracle-Gro would cost about $82.47 a share, $4.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $74.69 | $4.4B |
| Median | 32.5% | $82.47 | $4.9B |
| High end (a quarter paid more) | 51.8% | $94.48 | $5.6B |
The odds, from history
Historically 5.0% of companies with its figures were bought within a year (1.0× 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.
Scotts Miracle-Gro's latest quarter
Scotts Miracle-Gro, Q3 FY26: revenue $1.2B (+1% year over year), operating margin 14.5%, net earnings $112M, operating cash flow $346M. The chart follows the revenue to costs, profit and cash.
Questions
Is Scotts Miracle-Gro being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Scotts Miracle-Gro?
A leveraged buyout at today's price plus 30% ($80.91 a share) would return a loss of about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $30.56 a share (−51% against today's $62.24).
What would a takeover of Scotts Miracle-Gro 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, Scotts Miracle-Gro would cost about $82.47 a share, $4.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.