Filing Flows › Wayfair (W) › Takeover & LBO
Is Wayfair (W) a takeover target?
A leveraged buyout at today's price plus 30% ($147.39 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 $68.16 a share (−40% against today's $113.38). Historically 3.0% of companies with its figures were bought within a year (0.6× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $147.39 | today's $113.38 plus 30% |
| × shares | 138.0 million | |
| = Equity value | $20.3B | |
| + Debt refinanced | $2.8B | |
| − Cash | $1.1B | |
| = Enterprise value | $22.0B | 40.1× EBITDA of $549M |
| Fees | $441M | 2% of the price |
| New debt | $3.0B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $19.5B | 87% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $14.2B | $592M | $231M | $127M | $2.9B |
| Year 2 | $15.2B | $632M | $221M | $172M | $2.7B |
| Year 3 | $16.0B | $666M | $208M | $218M | $2.5B |
| Year 4 | $16.7B | $694M | $191M | $266M | $2.2B |
| Year 5 | $17.2B | $715M | $171M | $314M | $1.9B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 31.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $22.6B | |
| − Debt left | $1.9B | |
| = Buyer's equity | $20.7B | |
| Money multiple | 1.06× | on $19.5B put in |
| Buyer's yearly return (IRR) | 1.2% |
Price against return
What the buyer makes at other premiums over today's $113.38; the IRR reaches 20% at $68.16 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $124.72 | 4.9% |
| 20% | $136.06 | 3.0% |
| 30% | $147.39 | 1.2% |
| 40% | $158.73 | −0.4% |
| 50% | $170.07 | −1.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $13.2B | |
| EBITDA, last 12 months | $549M | 4.2% of revenue |
| Depreciation and amortization | $266M | |
| Capital spending | $106M | |
| Debt | $2.8B | |
| Cash | $1.1B | |
| Share price | $113.38 | 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 7.9% 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 21% 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, Wayfair would cost about $150.23 a share, $20.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $136.06 | $18.8B |
| Median | 32.5% | $150.23 | $20.7B |
| High end (a quarter paid more) | 51.8% | $172.11 | $23.8B |
The odds, from history
Historically 3.0% of companies with its figures were bought within a year (0.6× 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.
Wayfair's latest quarter
Wayfair, Q3 2026: revenue $3.4B (+10% year over year), operating margin 3.1%, net earnings $62.0M, operating cash flow $198M. The chart follows the revenue to costs, profit and cash.
Questions
Is Wayfair being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Wayfair?
A leveraged buyout at today's price plus 30% ($147.39 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 $68.16 a share (−40% against today's $113.38).
What would a takeover of Wayfair 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, Wayfair would cost about $150.23 a share, $20.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.