Filing Flows › Ultra Clean Holdings (UCTT) › Takeover & LBO
Is Ultra Clean Holdings (UCTT) a takeover target?
A leveraged buyout at today's price plus 30% ($64.62 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $32.69 a share (−34% against today's $49.71).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $64.62 | today's $49.71 plus 30% |
| × shares | 46.2 million | |
| = Equity value | $3.0B | |
| + Debt refinanced | $635M | |
| − Cash | $271M | |
| + Other claims | $85.8M | preferred stock, minority interests |
| = Enterprise value | $3.4B | 22.1× EBITDA of $155M |
| Fees | $68.7M | 2% of the price |
| New debt | $855M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.6B | 76% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $2.6B | $168M | $65.4M | $8.5M | $846M |
| Year 2 | $2.8B | $179M | $64.7M | $15.7M | $831M |
| Year 3 | $3.0B | $189M | $63.5M | $23.2M | $807M |
| Year 4 | $3.1B | $197M | $61.8M | $30.8M | $777M |
| Year 5 | $3.2B | $203M | $59.4M | $38.4M | $738M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 17.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $3.6B | |
| − Debt left | $738M | |
| = Buyer's equity | $2.8B | |
| Money multiple | 1.08× | on $2.6B put in |
| Buyer's yearly return (IRR) | 1.5% |
Price against return
What the buyer makes at other premiums over today's $49.71; the IRR reaches 20% at $32.69 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $54.68 | 5.5% |
| 20% | $59.65 | 3.4% |
| 30% | $64.62 | 1.5% |
| 40% | $69.59 | −0.2% |
| 50% | $74.56 | −1.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $2.4B | |
| EBITDA, last 12 months | $155M | 6.4% of revenue |
| Depreciation and amortization | $49.9M | |
| Capital spending | $55.4M | |
| Debt | $635M | |
| Cash | $271M | |
| Share price | $49.71 | 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 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, Ultra Clean Holdings would cost about $64.62 a share, $3.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $55.68 | $2.6B |
| Median | 30% | $64.62 | $3.0B |
| High end (a quarter paid more) | 31% | $65.12 | $3.0B |
Ultra Clean Holdings' latest quarter
Ultra Clean Holdings, Q3 2026: revenue $759M (+49% year over year), operating margin 7.1%, net earnings $39.1M, operating cash flow −$42.3M. The chart follows the revenue to costs, profit and cash.
Questions
Is Ultra Clean Holdings being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Ultra Clean Holdings?
A leveraged buyout at today's price plus 30% ($64.62 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $32.69 a share (−34% against today's $49.71).
What would a takeover of Ultra Clean 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, Ultra Clean Holdings would cost about $64.62 a share, $3.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.