Filing Flows › Tronox Holdings (TROX) › Takeover & LBO
Is Tronox Holdings (TROX) a takeover target?
A leveraged buyout at today's price plus 30% ($4.68 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. It already carries 21.3× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own. Historically 4.2% of companies with its figures were bought within a year (0.84× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $4.68 | today's $3.60 plus 30% |
| × shares | 159.7 million | |
| = Equity value | $747M | |
| + Debt refinanced | $3.2B | |
| − Cash | $136M | |
| + Other claims | $29.0M | preferred stock, minority interests |
| = Enterprise value | $3.9B | 26.7× EBITDA of $145M |
| Fees | $77.4M | 2% of the price |
| New debt | $798M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $3.2B | 80% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.4B | $157M | $61.0M | −$186M | $983M |
| Year 2 | $3.7B | $167M | $75.2M | −$205M | $1.2B |
| Year 3 | $3.9B | $176M | $90.9M | −$223M | $1.4B |
| Year 4 | $4.0B | $184M | $108M | −$241M | $1.7B |
| Year 5 | $4.2B | $189M | $126M | −$259M | $1.9B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 25.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $4.8B | |
| − Debt left | $1.9B | |
| = Buyer's equity | $2.9B | |
| Money multiple | 0.93× | on $3.2B put in |
| Buyer's yearly return (IRR) | −1.5% |
Price against return
What the buyer makes at other premiums over today's $3.60.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $3.96 | −0.8% |
| 20% | $4.32 | −1.1% |
| 30% | $4.68 | −1.5% |
| 40% | $5.04 | −1.9% |
| 50% | $5.40 | −2.2% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.2B | |
| EBITDA, last 12 months | $145M | 4.6% of revenue |
| Depreciation and amortization | $309M | |
| Capital spending | $237M | |
| Debt | $3.2B | |
| Cash | $136M | |
| Share price | $3.60 | on Oct 30, 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 21% 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, Tronox Holdings would cost about $4.77 a share, $762M for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $4.32 | $690M |
| Median | 32.5% | $4.77 | $762M |
| High end (a quarter paid more) | 51.8% | $5.46 | $873M |
The odds, from history
Historically 4.2% of companies with its figures were bought within a year (0.84× 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.
Tronox Holdings' latest quarter
Tronox Holdings, Q3 2026: revenue $827M (+18% year over year), operating margin 1.5%, net loss $56.0M, operating cash flow $62.0M. The chart follows the revenue to costs, profit and cash.
Questions
Is Tronox Holdings being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Tronox Holdings?
A leveraged buyout at today's price plus 30% ($4.68 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. It already carries 21.3× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own.
What would a takeover of Tronox Holdings 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, Tronox Holdings would cost about $4.77 a share, $762M for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.