Filing Flows › Tenable Holdings (TENB) › Takeover & LBO
Is Tenable Holdings (TENB) a takeover target?
A leveraged buyout at today's price plus 30% ($54.95 a share) would return about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 3.7% of companies with its figures were bought within a year (0.74× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $54.95 | today's $42.27 plus 30% |
| × shares | 116.0 million | |
| = Equity value | $6.4B | |
| + Debt refinanced | $0 | |
| − Cash | $298M | |
| = Enterprise value | $6.1B | 68.6× EBITDA of $88.5M |
| Fees | $121M | 2% of the price |
| New debt | $487M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $5.7B | 92% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.2B | $95.6M | $37.2M | $40.3M | $447M |
| Year 2 | $1.2B | $102M | $34.2M | $48.3M | $398M |
| Year 3 | $1.3B | $108M | $30.5M | $56.3M | $342M |
| Year 4 | $1.4B | $112M | $26.2M | $64.1M | $278M |
| Year 5 | $1.4B | $116M | $21.3M | $71.6M | $206M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 52.0× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $6.0B | |
| − Debt left | $206M | |
| = Buyer's equity | $5.8B | |
| Money multiple | 1.02× | on $5.7B put in |
| Buyer's yearly return (IRR) | 0.3% |
Price against return
What the buyer makes at other premiums over today's $42.27.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $46.50 | 4.3% |
| 20% | $50.72 | 2.2% |
| 30% | $54.95 | 0.3% |
| 40% | $59.18 | −1.3% |
| 50% | $63.41 | −2.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.1B | |
| EBITDA, last 12 months | $88.5M | 8.3% of revenue |
| Depreciation and amortization | $41.8M | |
| Capital spending | $5.2M | |
| Debt | $0 | |
| Cash | $298M | |
| Share price | $42.27 | 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 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 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 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, Tenable Holdings would cost about $54.95 a share, $6.4B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $47.34 | $5.5B |
| Median | 30% | $54.95 | $6.4B |
| High end (a quarter paid more) | 31% | $55.37 | $6.4B |
The odds, from history
Historically 3.7% of companies with its figures were bought within a year (0.74× the average). Its figures put it in decile 3 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.
Tenable Holdings' latest quarter
Tenable Holdings, Q3 2026: revenue $276M (+10% year over year), operating margin 6.0%, net earnings $11.3M, operating cash flow $72.5M. The chart follows the revenue to costs, profit and cash.
Questions
Is Tenable Holdings being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Tenable Holdings?
A leveraged buyout at today's price plus 30% ($54.95 a share) would return 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 Tenable Holdings 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, Tenable Holdings would cost about $54.95 a share, $6.4B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.