Filing Flows › Vulcan Materials (VMC) › Takeover & LBO
Is Vulcan Materials (VMC) a takeover target?
A leveraged buyout at today's price plus 30% ($367.90 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $172.64 a share (−39% against today's $283.00). Historically 2.5% of companies with its figures were bought within a year (0.5× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $367.90 | today's $283.00 plus 30% |
| × shares | 129.5 million | |
| = Equity value | $47.6B | |
| + Debt refinanced | $4.7B | |
| − Cash | $107M | |
| + Other claims | $24.6M | preferred stock, minority interests |
| = Enterprise value | $52.2B | 22.3× EBITDA of $2.3B |
| Fees | $1.0B | 2% of the price |
| New debt | $12.9B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $40.4B | 76% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $8.1B | $2.4B | $984M | $491M | $12.4B |
| Year 2 | $8.3B | $2.4B | $946M | $542M | $11.8B |
| Year 3 | $8.5B | $2.5B | $905M | $602M | $11.2B |
| Year 4 | $8.7B | $2.5B | $859M | $670M | $10.6B |
| Year 5 | $9.0B | $2.6B | $808M | $747M | $9.8B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 17.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $46.2B | |
| − Debt left | $9.8B | |
| = Buyer's equity | $36.4B | |
| Money multiple | 0.90× | on $40.4B put in |
| Buyer's yearly return (IRR) | −2.1% |
Price against return
What the buyer makes at other premiums over today's $283.00; the IRR reaches 20% at $172.64 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $311.30 | 2.0% |
| 20% | $339.60 | −0.2% |
| 30% | $367.90 | −2.1% |
| 40% | $396.20 | −3.8% |
| 50% | $424.50 | −5.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $8.0B | |
| EBITDA, last 12 months | $2.3B | 29.2% of revenue |
| Depreciation and amortization | $714M | |
| Capital spending | $733M | |
| Debt | $4.7B | |
| Cash | $107M | |
| Share price | $283.00 | 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 1.6% 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 22% 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, Vulcan Materials would cost about $374.97 a share, $48.6B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $339.60 | $44.0B |
| Median | 32.5% | $374.97 | $48.6B |
| High end (a quarter paid more) | 51.8% | $429.59 | $55.6B |
The odds, from history
Historically 2.5% of companies with its figures were bought within a year (0.5× 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.
Vulcan Materials' latest quarter
Vulcan Materials, Q3 2026: revenue $2.2B (-5% year over year), operating margin 24.0%, net earnings $363M, operating cash flow $386M. The chart follows the revenue to costs, profit and cash.
Questions
Is Vulcan Materials being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Vulcan Materials?
A leveraged buyout at today's price plus 30% ($367.90 a share) would return a loss of about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $172.64 a share (−39% against today's $283.00).
What would a takeover of Vulcan Materials 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, Vulcan Materials would cost about $374.97 a share, $48.6B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.