Filing Flows › Constellation Brands (STZ) › Takeover & LBO
Is Constellation Brands (STZ) a takeover target?
A leveraged buyout at today's price plus 30% ($187.93 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 $86.47 a share (−40% against today's $144.56). Historically 2.3% of companies with its figures were bought within a year (0.46× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $187.93 | today's $144.56 plus 30% |
| × shares | 169.2 million | |
| = Equity value | $31.8B | |
| + Debt refinanced | $10.3B | |
| − Cash | $98.5M | |
| = Enterprise value | $42.0B | 13.2× EBITDA of $3.2B |
| Fees | $840M | 2% of the price |
| New debt | $17.5B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $25.3B | 59% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $9.5B | $3.1B | $1.3B | $699M | $16.8B |
| Year 2 | $9.4B | $3.0B | $1.3B | $715M | $16.1B |
| Year 3 | $9.4B | $3.0B | $1.2B | $759M | $15.4B |
| Year 4 | $9.5B | $3.1B | $1.2B | $819M | $14.6B |
| Year 5 | $9.8B | $3.2B | $1.1B | $909M | $13.6B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 10.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $34.6B | |
| − Debt left | $13.6B | |
| = Buyer's equity | $21.0B | |
| Money multiple | 0.83× | on $25.3B put in |
| Buyer's yearly return (IRR) | −3.7% |
Price against return
What the buyer makes at other premiums over today's $144.56; the IRR reaches 20% at $86.47 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $159.02 | 0.7% |
| 20% | $173.47 | −1.7% |
| 30% | $187.93 | −3.7% |
| 40% | $202.38 | −5.5% |
| 50% | $216.84 | −7.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $9.8B | |
| EBITDA, last 12 months | $3.2B | 32.5% of revenue |
| Depreciation and amortization | $406M | |
| Capital spending | $819M | |
| Debt | $10.3B | |
| Cash | $98.5M | |
| Share price | $144.56 | on Nov 5, 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 19% 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, Constellation Brands would cost about $191.54 a share, $32.4B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $173.47 | $29.4B |
| Median | 32.5% | $191.54 | $32.4B |
| High end (a quarter paid more) | 51.8% | $219.44 | $37.1B |
The odds, from history
Historically 2.3% of companies with its figures were bought within a year (0.46× the average). Its figures put it in decile 1 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.
Constellation Brands' latest quarter
Constellation Brands, Q2 FY27: revenue $2.8B (+6% year over year), operating margin 28.6%, net earnings $566M, operating cash flow $817M. The chart follows the revenue to costs, profit and cash.
Questions
Is Constellation Brands being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Constellation Brands?
A leveraged buyout at today's price plus 30% ($187.93 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 $86.47 a share (−40% against today's $144.56).
What would a takeover of Constellation Brands 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, Constellation Brands would cost about $191.54 a share, $32.4B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.