Filing Flows › Texas Roadhouse (TXRH) › Takeover & LBO
Is Texas Roadhouse (TXRH) a takeover target?
A leveraged buyout at today's price plus 30% ($240.36 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $130.84 a share (−29% against today's $184.89). Historically 1.7% of companies with its figures were bought within a year (0.34× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $240.36 | today's $184.89 plus 30% |
| × shares | 65.8 million | |
| = Equity value | $15.8B | |
| + Debt refinanced | $50.0M | |
| − Cash | $141M | |
| + Other claims | $20.4M | preferred stock, minority interests |
| = Enterprise value | $15.7B | 21.9× EBITDA of $719M |
| Fees | $315M | 2% of the price |
| New debt | $4.0B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $12.1B | 75% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $6.9B | $776M | $302M | −$42.5M | $4.0B |
| Year 2 | $7.3B | $829M | $306M | −$22.4M | $4.0B |
| Year 3 | $7.7B | $874M | $307M | −$2.0M | $4.0B |
| Year 4 | $8.1B | $911M | $308M | $18.4M | $4.0B |
| Year 5 | $8.3B | $939M | $306M | $37.8M | $4.0B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 16.8× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $15.8B | |
| − Debt left | $4.0B | |
| = Buyer's equity | $11.8B | |
| Money multiple | 0.98× | on $12.1B put in |
| Buyer's yearly return (IRR) | −0.5% |
Price against return
What the buyer makes at other premiums over today's $184.89; the IRR reaches 20% at $130.84 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $203.38 | 4.2% |
| 20% | $221.87 | 1.7% |
| 30% | $240.36 | −0.5% |
| 40% | $258.85 | −2.4% |
| 50% | $277.33 | −4.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $6.4B | |
| EBITDA, last 12 months | $719M | 11.3% of revenue |
| Depreciation and amortization | $230M | |
| Capital spending | $404M | |
| Debt | $50.0M | |
| Cash | $141M | |
| Share price | $184.89 | 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 13% 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, Texas Roadhouse would cost about $244.98 a share, $16.1B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $221.87 | $14.6B |
| Median | 32.5% | $244.98 | $16.1B |
| High end (a quarter paid more) | 51.8% | $280.66 | $18.5B |
The odds, from history
Historically 1.7% of companies with its figures were bought within a year (0.34× 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.
Texas Roadhouse's latest quarter
Texas Roadhouse, Q3 2026: revenue $1.6B (+10% year over year), operating margin 6.5%, net earnings $89.4M, operating cash flow $147M. The chart follows the revenue to costs, profit and cash.
Questions
Is Texas Roadhouse being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Texas Roadhouse?
A leveraged buyout at today's price plus 30% ($240.36 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $130.84 a share (−29% against today's $184.89).
What would a takeover of Texas Roadhouse 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, Texas Roadhouse would cost about $244.98 a share, $16.1B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.