Filing Flows › Toast (TOST) › Takeover & LBO
Is Toast (TOST) a takeover target?
A leveraged buyout at today's price plus 30% ($45.44 a share) would return about 1% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 2.9% of companies with its figures were bought within a year (0.59× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $45.44 | today's $34.95 plus 30% |
| × shares | 592.0 million | |
| = Equity value | $26.9B | |
| + Debt refinanced | $0 | |
| − Cash | $1.2B | |
| = Enterprise value | $25.7B | 45.7× EBITDA of $562M |
| Fees | $514M | 2% of the price |
| New debt | $3.1B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $23.1B | 88% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $7.7B | $607M | $236M | $206M | $2.9B |
| Year 2 | $8.2B | $648M | $221M | $257M | $2.6B |
| Year 3 | $8.7B | $684M | $201M | $309M | $2.3B |
| Year 4 | $9.1B | $713M | $177M | $360M | $2.0B |
| Year 5 | $9.3B | $734M | $150M | $411M | $1.5B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 34.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $25.5B | |
| − Debt left | $1.5B | |
| = Buyer's equity | $23.9B | |
| Money multiple | 1.03× | on $23.1B put in |
| Buyer's yearly return (IRR) | 0.7% |
Price against return
What the buyer makes at other premiums over today's $34.95.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $38.45 | 4.8% |
| 20% | $41.95 | 2.6% |
| 30% | $45.44 | 0.7% |
| 40% | $48.94 | −1.1% |
| 50% | $52.43 | −2.6% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $7.2B | |
| EBITDA, last 12 months | $562M | 7.9% of revenue |
| Depreciation and amortization | $50.0M | |
| Capital spending | $64.0M | |
| Debt | $0 | |
| Cash | $1.2B | |
| Share price | $34.95 | 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 12% 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, Toast would cost about $45.44 a share, $26.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $39.15 | $23.2B |
| Median | 30% | $45.44 | $26.9B |
| High end (a quarter paid more) | 31% | $45.79 | $27.1B |
The odds, from history
Historically 2.9% of companies with its figures were bought within a year (0.59× 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.
Toast's latest quarter
Toast, Q3 2026: revenue $2.0B (+21% year over year), operating margin 8.3%, net earnings $169M, operating cash flow $198M. The chart follows the revenue to costs, profit and cash.
Questions
Is Toast being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Toast?
A leveraged buyout at today's price plus 30% ($45.44 a share) would return about 1% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Toast 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, Toast would cost about $45.44 a share, $26.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.