Filing Flows › Vericel (VCEL) › Takeover & LBO
Is Vericel (VCEL) a takeover target?
A leveraged buyout at today's price plus 30% ($55.29 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. 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 | $55.29 | today's $42.53 plus 30% |
| × shares | 52.3 million | |
| = Equity value | $2.9B | |
| + Debt refinanced | $0 | |
| − Cash | $162M | |
| = Enterprise value | $2.7B | 87.6× EBITDA of $31.2M |
| Fees | $54.6M | 2% of the price |
| New debt | $171M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.6B | 94% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $331M | $33.6M | $13.1M | $8.7M | $163M |
| Year 2 | $353M | $35.9M | $12.4M | $11.0M | $152M |
| Year 3 | $373M | $37.9M | $11.6M | $13.3M | $138M |
| Year 4 | $388M | $39.5M | $10.6M | $15.7M | $123M |
| Year 5 | $400M | $40.7M | $9.4M | $17.9M | $105M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 66.2× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $2.7B | |
| − Debt left | $105M | |
| = Buyer's equity | $2.6B | |
| Money multiple | 0.99× | on $2.6B put in |
| Buyer's yearly return (IRR) | −0.2% |
Price against return
What the buyer makes at other premiums over today's $42.53.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $46.78 | 3.7% |
| 20% | $51.04 | 1.6% |
| 30% | $55.29 | −0.2% |
| 40% | $59.54 | −1.8% |
| 50% | $63.80 | −3.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $306M | |
| EBITDA, last 12 months | $31.2M | 10.2% of revenue |
| Depreciation and amortization | $12.9M | |
| Capital spending | $8.0M | |
| Debt | $0 | |
| Cash | $162M | |
| Share price | $42.53 | on Oct 23, 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 35% over the share price before the deal (the middle half 22% to 45%), according to the 15 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Vericel would cost about $57.42 a share, $3.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 22% | $51.89 | $2.7B |
| Median | 35% | $57.42 | $3.0B |
| High end (a quarter paid more) | 45% | $61.67 | $3.2B |
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.
Vericel's latest quarter
Vericel, Q3 2026: revenue $85.4M (+26% year over year), operating margin 14.3%, net earnings $14.2M, operating cash flow $17.7M. The chart follows the revenue to costs, profit and cash.
Questions
Is Vericel being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Vericel?
A leveraged buyout at today's price plus 30% ($55.29 a share) would return a loss of about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Vericel cost?
Takeovers in its sector paid a median premium of 35% over the share price before the deal (the middle half 22% to 45%), according to the 15 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Vericel would cost about $57.42 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.