Filing Flows › SPS Commerce (SPSC) › Takeover & LBO
Is SPS Commerce (SPSC) a takeover target?
A leveraged buyout at today's price plus 30% ($119.52 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 3.8% of companies with its figures were bought within a year (0.76× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $119.52 | today's $91.94 plus 30% |
| × shares | 36.2 million | |
| = Equity value | $4.3B | |
| + Debt refinanced | $0 | |
| − Cash | $173M | |
| = Enterprise value | $4.2B | 31.8× EBITDA of $131M |
| Fees | $83.1M | 2% of the price |
| New debt | $719M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $3.5B | 83% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $834M | $140M | $55.0M | $30.4M | $689M |
| Year 2 | $884M | $148M | $52.7M | $36.9M | $652M |
| Year 3 | $928M | $155M | $49.8M | $43.4M | $608M |
| Year 4 | $964M | $162M | $46.5M | $49.8M | $558M |
| Year 5 | $993M | $166M | $42.7M | $55.9M | $502M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 24.1× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $4.0B | |
| − Debt left | $502M | |
| = Buyer's equity | $3.5B | |
| Money multiple | 1.00× | on $3.5B put in |
| Buyer's yearly return (IRR) | 0.0% |
Price against return
What the buyer makes at other premiums over today's $91.94.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $101.13 | 4.4% |
| 20% | $110.33 | 2.0% |
| 30% | $119.52 | 0.0% |
| 40% | $128.72 | −1.8% |
| 50% | $137.91 | −3.5% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $780M | |
| EBITDA, last 12 months | $131M | 16.8% of revenue |
| Depreciation and amortization | $23.1M | |
| Capital spending | $29.4M | |
| Debt | $0 | |
| Cash | $173M | |
| Share price | $91.94 | on Oct 22, 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 6.9% 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 29% 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 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, SPS Commerce would cost about $119.52 a share, $4.3B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $102.97 | $3.7B |
| Median | 30% | $119.52 | $4.3B |
| High end (a quarter paid more) | 31% | $120.44 | $4.4B |
The odds, from history
Historically 3.8% of companies with its figures were bought within a year (0.76× the average). Its figures put it in decile 4 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.
SPS Commerce's latest quarter
SPS Commerce, Q3 2026: revenue $198M (+4% year over year), operating margin 20.2%, net earnings $30.7M, operating cash flow $64.0M. The chart follows the revenue to costs, profit and cash.
Questions
Is SPS Commerce being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy SPS Commerce?
A leveraged buyout at today's price plus 30% ($119.52 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of SPS Commerce cost?
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, SPS Commerce would cost about $119.52 a share, $4.3B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.