Filing Flows › Schneider National (SNDR) › Takeover & LBO
Is Schneider National (SNDR) a takeover target?
A leveraged buyout at today's price plus 30% ($36.32 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $24.37 a share (−13% against today's $27.93). Historically 3.1% of companies with its figures were bought within a year (0.63× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $36.32 | today's $27.93 plus 30% |
| × shares | 176.3 million | |
| = Equity value | $6.4B | |
| + Debt refinanced | $390M | |
| − Cash | $360M | |
| = Enterprise value | $6.4B | 10.0× EBITDA of $643M |
| Fees | $129M | 2% of the price |
| New debt | $3.5B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $3.0B | 46% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $6.3B | $681M | $270M | $24.4M | $3.5B |
| Year 2 | $6.6B | $717M | $269M | $46.3M | $3.5B |
| Year 3 | $6.9B | $750M | $265M | $68.8M | $3.4B |
| Year 4 | $7.2B | $778M | $260M | $91.7M | $3.3B |
| Year 5 | $7.4B | $801M | $253M | $114M | $3.2B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 7.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $6.2B | |
| − Debt left | $3.2B | |
| = Buyer's equity | $3.0B | |
| Money multiple | 0.99× | on $3.0B put in |
| Buyer's yearly return (IRR) | −0.3% |
Price against return
What the buyer makes at other premiums over today's $27.93; the IRR reaches 20% at $24.37 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $30.73 | 8.1% |
| 20% | $33.52 | 3.4% |
| 30% | $36.32 | −0.3% |
| 40% | $39.11 | −3.3% |
| 50% | $41.90 | −5.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $6.0B | |
| EBITDA, last 12 months | $643M | 10.8% of revenue |
| Depreciation and amortization | $439M | |
| Capital spending | $331M | |
| Debt | $390M | |
| Cash | $360M | |
| Share price | $27.93 | on Nov 6, 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 6.0% 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 25% 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, Schneider National would cost about $39.11 a share, $6.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $32.04 | $5.6B |
| Median | 40% | $39.11 | $6.9B |
| High end (a quarter paid more) | 60.2% | $44.75 | $7.9B |
The odds, from history
Historically 3.1% of companies with its figures were bought within a year (0.63× 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.
Schneider National's latest quarter
Schneider National, Q3 2026: revenue $1.6B (+9% year over year), operating margin 3.9%, net earnings $49.5M, operating cash flow $139M. The chart follows the revenue to costs, profit and cash.
Questions
Is Schneider National being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Schneider National?
A leveraged buyout at today's price plus 30% ($36.32 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $24.37 a share (−13% against today's $27.93).
What would a takeover of Schneider National 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, Schneider National would cost about $39.11 a share, $6.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.