Filing Flows › Winmark (WINA) › Takeover & LBO
Is Winmark (WINA) a takeover target?
A leveraged buyout at today's price plus 30% ($379.54 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $215.68 a share (−26% against today's $291.95). Historically 4.7% of companies with its figures were bought within a year (0.94× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $379.54 | today's $291.95 plus 30% |
| × shares | 3.7 million | |
| = Equity value | $1.4B | |
| + Debt refinanced | $47.7M | |
| − Cash | $28.0M | |
| = Enterprise value | $1.4B | 25.7× EBITDA of $55.2M |
| Fees | $28.4M | 2% of the price |
| New debt | $303M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.1B | 79% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $99.1M | $59.6M | $23.2M | $27.6M | $276M |
| Year 2 | $106M | $63.6M | $21.1M | $32.4M | $244M |
| Year 3 | $112M | $67.1M | $18.6M | $37.2M | $206M |
| Year 4 | $116M | $70.0M | $15.8M | $41.7M | $165M |
| Year 5 | $120M | $72.1M | $12.6M | $46.0M | $119M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 19.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $1.4B | |
| − Debt left | $119M | |
| = Buyer's equity | $1.3B | |
| Money multiple | 1.15× | on $1.1B put in |
| Buyer's yearly return (IRR) | 2.8% |
Price against return
What the buyer makes at other premiums over today's $291.95; the IRR reaches 20% at $215.68 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $321.15 | 7.3% |
| 20% | $350.34 | 4.9% |
| 30% | $379.54 | 2.8% |
| 40% | $408.73 | 0.9% |
| 50% | $437.92 | −0.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $91.8M | |
| EBITDA, last 12 months | $55.2M | 60.1% of revenue |
| Depreciation and amortization | $378K | |
| Capital spending | $296K | |
| Debt | $47.7M | |
| Cash | $28.0M | |
| Share price | $291.95 | 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 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, Winmark would cost about $386.83 a share, $1.4B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $350.34 | $1.3B |
| Median | 32.5% | $386.83 | $1.4B |
| High end (a quarter paid more) | 51.8% | $443.18 | $1.6B |
The odds, from history
Historically 4.7% of companies with its figures were bought within a year (0.94× the average). Its figures put it in decile 5 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.
Winmark's latest quarter
Winmark, Q3 2026: revenue $27.9M (+23% year over year), operating margin 56.6%, net earnings $11.8M, operating cash flow $12.9M. The chart follows the revenue to costs, profit and cash.
Questions
Is Winmark being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Winmark?
A leveraged buyout at today's price plus 30% ($379.54 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $215.68 a share (−26% against today's $291.95).
What would a takeover of Winmark 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, Winmark would cost about $386.83 a share, $1.4B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.