Filing Flows › WD 40 (WDFC) › Takeover & LBO
Is WD 40 (WDFC) a takeover target?
A leveraged buyout at today's price plus 30% ($265.21 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 $142.66 a share (−30% against today's $204.01). Historically 3.9% of companies with its figures were bought within a year (0.77× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $265.21 | today's $204.01 plus 30% |
| × shares | 13.5 million | |
| = Equity value | $3.6B | |
| + Debt refinanced | $101M | |
| − Cash | $59.1M | |
| = Enterprise value | $3.6B | 30.4× EBITDA of $119M |
| Fees | $72.3M | 2% of the price |
| New debt | $654M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $3.0B | 82% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $743M | $128M | $50.0M | $53.1M | $601M |
| Year 2 | $793M | $137M | $46.0M | $63.4M | $538M |
| Year 3 | $837M | $145M | $41.1M | $73.6M | $464M |
| Year 4 | $872M | $151M | $35.5M | $83.6M | $380M |
| Year 5 | $899M | $155M | $29.1M | $93.1M | $287M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 23.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $3.6B | |
| − Debt left | $287M | |
| = Buyer's equity | $3.4B | |
| Money multiple | 1.11× | on $3.0B put in |
| Buyer's yearly return (IRR) | 2.0% |
Price against return
What the buyer makes at other premiums over today's $204.01; the IRR reaches 20% at $142.66 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $224.41 | 6.3% |
| 20% | $244.81 | 4.0% |
| 30% | $265.21 | 2.0% |
| 40% | $285.61 | 0.3% |
| 50% | $306.01 | −1.4% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $688M | |
| EBITDA, last 12 months | $119M | 17.3% of revenue |
| Depreciation and amortization | $10.0M | |
| Capital spending | $5.3M | |
| Debt | $101M | |
| Cash | $59.1M | |
| Share price | $204.01 | on Oct 12, 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 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, WD 40 would cost about $270.31 a share, $3.6B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $244.81 | $3.3B |
| Median | 32.5% | $270.31 | $3.6B |
| High end (a quarter paid more) | 51.8% | $309.69 | $4.2B |
The odds, from history
Historically 3.9% of companies with its figures were bought within a year (0.77× 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.
WD 40's latest quarter
WD 40, Q4 FY26: revenue $177M (+8% year over year), operating margin 10.8%, net earnings $14.4M, operating cash flow $50.2M. The chart follows the revenue to costs, profit and cash.
Questions
Is WD 40 being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy WD 40?
A leveraged buyout at today's price plus 30% ($265.21 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 $142.66 a share (−30% against today's $204.01).
What would a takeover of WD 40 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, WD 40 would cost about $270.31 a share, $3.6B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.