Filing Flows › Union Pacific (UNP) › Takeover & LBO
Is Union Pacific (UNP) a takeover target?
A leveraged buyout at today's price plus 30% ($387.33 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $211.50 a share (−29% against today's $297.95). At $259.9B it would be larger than any buyout on record (the model flags anything over $60 billion), so this is a thought experiment more than a prospect. Historically 3.1% of companies with its figures were bought within a year (0.61× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $387.33 | today's $297.95 plus 30% |
| × shares | 594.5 million | |
| = Equity value | $230.3B | |
| + Debt refinanced | $31.8B | |
| − Cash | $2.2B | |
| = Enterprise value | $259.9B | 19.8× EBITDA of $13.1B |
| Fees | $5.2B | 2% of the price |
| New debt | $72.1B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $193.0B | 73% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $28.3B | $14.1B | $5.5B | $2.9B | $69.2B |
| Year 2 | $30.1B | $15.0B | $5.3B | $3.5B | $65.6B |
| Year 3 | $31.7B | $15.7B | $5.0B | $4.2B | $61.4B |
| Year 4 | $33.0B | $16.4B | $4.7B | $4.8B | $56.7B |
| Year 5 | $34.0B | $16.9B | $4.3B | $5.4B | $51.3B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 15.8× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $266.2B | |
| − Debt left | $51.3B | |
| = Buyer's equity | $214.9B | |
| Money multiple | 1.11× | on $193.0B put in |
| Buyer's yearly return (IRR) | 2.2% |
Price against return
What the buyer makes at other premiums over today's $297.95; the IRR reaches 20% at $211.50 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $327.75 | 6.5% |
| 20% | $357.54 | 4.2% |
| 30% | $387.33 | 2.2% |
| 40% | $417.13 | 0.4% |
| 50% | $446.92 | −1.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $26.4B | |
| EBITDA, last 12 months | $13.1B | 49.7% of revenue |
| Depreciation and amortization | $2.5B | |
| Capital spending | $3.8B | |
| Debt | $31.8B | |
| Cash | $2.2B | |
| Share price | $297.95 | 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 7.4% 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 23% 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 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Union Pacific would cost about $417.13 a share, $248.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $341.75 | $203.2B |
| Median | 40% | $417.13 | $248.0B |
| High end (a quarter paid more) | 60.2% | $477.32 | $283.8B |
The odds, from history
Historically 3.1% of companies with its figures were bought within a year (0.61× 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.
Union Pacific's latest quarter
Union Pacific, Q3 2026: revenue $7.2B (+15% year over year), operating margin 40.9%, net earnings $2.1B, operating cash flow $2.8B. The chart follows the revenue to costs, profit and cash.
Questions
Is Union Pacific being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Union Pacific?
A leveraged buyout at today's price plus 30% ($387.33 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $211.50 a share (−29% against today's $297.95). At $259.9B it would be larger than any buyout on record (the model flags anything over $60 billion), so this is a thought experiment more than a prospect.
What would a takeover of Union Pacific cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Union Pacific would cost about $417.13 a share, $248.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.