Deal Lab · Buyout model 1.0
London Stock Exchange Group plc Buyout Model
A buyout of London Stock Exchange Group plc on its published figures for fiscal 2025, in pounds sterling: revenue flat, the margin and the shares of revenue of that period, entry and exit at 10.0x EBITDA, exit after 5 years.
Returns
Internal rate of return
9.0%
Multiple of money
1.54x
Sponsor's equity
£20.9bn
Enterprise value
£43.6bn
Proceeds at exit
£32.2bn
Sources and Uses
| Uses | Amount |
|---|---|
| Equity price | £33.5bn |
| Borrowings refinanced | £11.7bn |
| Transaction costs | £873m |
| Financing fees | £436m |
| Minimum cash | £187m |
| Uses | £46.7bn |
| Sources | Amount |
|---|---|
| Senior loan | £16.4bn |
| Subordinated notes | £5.5bn |
| Cash of the company | £3.9bn |
| Sponsor's equity | £20.9bn |
| Sources | £46.7bn |
Projection
| Closing | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|---|
| Revenue | £9.3bn | £9.3bn | £9.3bn | £9.3bn | £9.3bn | £9.3bn |
| EBITDA of the case | £4.4bn | £4.4bn | £4.4bn | £4.4bn | £4.4bn | £4.4bn |
| Cash cost of leases | £161m | £161m | £161m | £161m | £161m | £161m |
| Depreciation and amortisation | £2.2bn | £2.2bn | £2.2bn | £2.2bn | £2.2bn | |
| Capital expenditure | £124m | £124m | £124m | £124m | £124m | |
| Increase in working capital | £0 | £0 | £0 | £0 | £0 | |
| Interest | £1.7bn | £1.6bn | £1.4bn | £1.2bn | £1.0bn | |
| Tax | £102m | £143m | £186m | £232m | £280m | |
| Cash available for debt service | £4.0bn | £3.9bn | £3.9bn | £3.8bn | £3.8bn |
Debt Schedule
| Closing | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|---|
| Senior loan | £16.4bn | £14.1bn | £11.7bn | £9.2bn | £6.6bn | £3.8bn |
| Subordinated notes | £5.5bn | £5.5bn | £5.5bn | £5.5bn | £5.5bn | £5.5bn |
| Revolving facility | £0 | £0 | £0 | £0 | £0 | £0 |
| Cash | £187m | £187m | £187m | £187m | £187m | £187m |
| Debt to EBITDA | 5.00x | 4.48x | 3.94x | 3.36x | 2.75x | 2.11x |
| EBITDA to interest | 2.54x | 2.81x | 3.16x | 3.64x | 4.33x |
Covenants and the Credit View
| Closing | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|---|
| Limit of debt to EBITDA | 6.50x | |||||
| Lease-adjusted debt to EBITDA | 5.00x | 4.48x | 3.94x | 3.36x | 2.75x | 2.11x |
| Band of debt to EBITDA | Highly leveraged | Aggressive | Significant | Significant | Intermediate | Intermediate |
Return Bridge
| Amount | |
|---|---|
| Sponsor's equity | £20.9bn |
| EBITDA growth | £0 |
| Change of multiple | £0 |
| Net debt repaid | +£12.6bn |
| Non-controlling interests | £0 |
| Costs at closing | −£1.3bn |
| Management and limited liability | £0 |
| Proceeds at exit | £32.2bn |
Sensitivity Tables
| Entry by exit | 8.00x | 9.00x | 10.0x | 11.0x | 12.0x |
|---|---|---|---|---|---|
| 8.00x | 13.9% | 17.6% | 21.0% | 24.0% | 26.7% |
| 9.00x | 7.3% | 11.1% | 14.3% | 17.3% | 20.0% |
| 10.0x | 2.3% | 5.9% | 9.0% | 11.8% | 14.4% |
| 11.0x | −1.5% | 1.9% | 4.9% | 7.6% | 10.0% |
| 12.0x | −4.7% | −1.4% | 1.5% | 4.2% | 6.5% |
| Debt by growth | −4.0% | −2.0% | 0.0% | 2.0% | 4.0% |
|---|---|---|---|---|---|
| 4.00x | 2.2% | 5.5% | 8.6% | 11.6% | 14.4% |
| 4.50x | 1.8% | 5.4% | 8.8% | 12.0% | 15.1% |
| 5.00x | 1.3% | 5.3% | 9.0% | 12.5% | 15.9% |
| 5.50x | 0.7% | 5.2% | 9.3% | 13.1% | 16.8% |
| 6.00x | −0.2% | 5.0% | 9.7% | 13.9% | 17.9% |
Solvers
Highest entry multiple for a return of 20.0%
6.05x
The target return
Revenue growth a year for a return of 20.0%
6.6%
The target return
Debt capacity at closing, times EBITDA
6.00x
The loan to value limit
Assumptions and Their Origins
| Group | Assumption | Value | Origin |
|---|---|---|---|
| Transaction | Entry multiple | 10.0x | Convention of buyout 1.0 |
| Transaction | Years to exit | 5 years | Convention of buyout 1.0 |
| Transaction | Transaction costs | 2.0% | Convention of buyout 1.0 |
| Transaction | Financing fees | 2.0% | Convention of buyout 1.0 |
| Transaction | Minimum cash, of revenue | 2.0% | Convention of buyout 1.0 |
| Financing | Debt at closing, times EBITDA | 5.00x | Convention of buyout 1.0 |
| Financing | Debt at most, of the enterprise value | 60.0% | Convention of buyout 1.0 |
| Financing | Senior loan, of the new debt | 75.0% | Convention of buyout 1.0 |
| Financing | Senior loan repaid each year | 1.0% | Convention of buyout 1.0 |
| Financing | Cash sweep | 100% | Convention of buyout 1.0 |
| Financing | Revolving facility, times EBITDA | 1.00x | Convention of buyout 1.0 |
| Financing | Base rate | 3.8% | Policy rate of the United Kingdom, BIS central bank policy rates, 19 October 2026 |
| Financing | Senior loan spread | 3.5% | Convention of buyout 1.0 |
| Financing | Subordinated notes spread | 6.0% | Convention of buyout 1.0 |
| Financing | Revolving facility spread | 3.0% | Convention of buyout 1.0 |
| Financing | Covenant headroom on debt to EBITDA | 30.0% | Convention of buyout 1.0 |
| Financing | Minimum EBITDA to interest | 2.00x | Convention of buyout 1.0 |
| Operations | Revenue growth a year | 0.0% | Convention of buyout 1.0 |
| Operations | EBITDA margin | 46.7% | EBITDA over revenue, fiscal 2025 |
| Operations | Cash cost of leases, of revenue | 1.7% | Cash cost of leases over revenue, fiscal 2025 |
| Operations | Depreciation and amortisation, of revenue | 23.9% | Depreciation and amortisation over revenue, fiscal 2025 |
| Operations | Capital expenditure, of revenue | 1.3% | Median capital expenditure over revenue, fiscal 2023 to 2025 |
| Operations | Working capital, of revenue | −5.9% | Working capital over revenue, end of the fiscal 2025 |
| Operations | Leases as debt | Yes | Leases as debt, the basis of the credit metrics |
| Operations | Share-based pay added back | No | Convention of buyout 1.0 |
| Taxes | Tax rate | 25.0% | Combined statutory rate of corporate income tax of the United Kingdom, OECD Corporate Tax Statistics, 2026 |
| Taxes | Interest deducted up to 30% of EBITDA | No | Convention of buyout 1.0 |
| Exit | Exit multiple | 10.0x | Convention of buyout 1.0 |
| Exit | Management share of the proceeds | 0.0% | Convention of buyout 1.0 |
| Exit | Target return | 20.0% | Convention of buyout 1.0 |
Inputs and Their Documents
Published figures of fiscal 2025, each with the documents it comes from.
| Input | Value | Method | Documents |
|---|---|---|---|
| Adjusted EBITDA | £4.5bn | Adjusted EBITDA of the company page | Annual financial report 2025-12 |
| Share-based pay | £176m | Share-based pay that adjusted EBITDA adds back | Annual financial report 2025-12 |
| EBITDA after share-based pay | £4.4bn | Adjusted EBITDA less share-based pay | Annual financial report 2025-12 |
| Depreciation and amortisation | £2.2bn | Depreciation and amortisation of adjusted EBITDA | n/a |
| Revenue | £9.3bn | Revenue of the base period | Annual financial report 2025-12 |
| Borrowings | £11.7bn | Total debt less lease liabilities | Annual financial report 2025-12 |
| Lease liabilities | £0 | Lease liabilities | Annual financial report 2025-12 |
| Cash and short-term investments | £3.9bn | Cash and short-term investments | Annual financial report 2025-12 |
| Non-controlling interests | £2.4bn | Non-controlling interests | Annual financial report 2025-12 |
| Receivables | £1.8bn | Receivables | Annual financial report 2025-12 |
| Payables | £2.3bn | Payables | Annual financial report 2025-12 |
| Inventories | £0 | The balance sheet reports none | n/a |
| Payments of lease liabilities | £161m | Payments of lease liabilities | Annual financial report 2025-12 |
| Interest on lease liabilities | £0 est. | Interest on lease liabilities at the average rate of finance costs on total debt | Annual financial report 2025-12 |
| Capital expenditure | £124m | Capital expenditure of the latest fiscal year | Annual financial report 2025-12 |
Checks of the Model
- Sources equal uses
- The equity price is above nil
- The sponsor's equity is above nil
- Each balance of debt stays between nil and its amount at closing
- Cash is the cash of the year before and the cash flow of the year
- Cash stays at the minimum unless a shortfall is stated
- The 6 parts of the bridge add up to the proceeds less the sponsor's equity
- The cash flows at the internal rate of return have a present value of nil
Deal Lab computes arithmetic on published figures and on the assumptions of the user. It values no company, recommends no transaction and forecasts no result.