Deal Lab · Buyout model 1.0
Microsoft Corporation Buyout Model
A buyout of Microsoft Corporation on its published figures for the last 4 quarters to Q1 FY2027, in US dollars: 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
1.1%
Multiple of money
1.06x
Sponsor's equity
$1.14tn
Enterprise value
$2.13tn
Proceeds at exit
$1.20tn
Sources and Uses
| Uses | Amount |
|---|---|
| Equity price | $2.13tn |
| Borrowings refinanced | $35.5bn |
| Transaction costs | $42.6bn |
| Financing fees | $20.8bn |
| Minimum cash | $6.9bn |
| Uses | $2.24tn |
| Sources | Amount |
|---|---|
| Senior loan | $778bn |
| Subordinated notes | $259bn |
| Cash of the company | $64.5bn |
| Sponsor's equity | $1.14tn |
| Sources | $2.24tn |
Projection
| Closing | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|---|
| Revenue | $346bn | $346bn | $346bn | $346bn | $346bn | $346bn |
| EBITDA of the case | $213bn | $213bn | $213bn | $213bn | $213bn | $213bn |
| Cash cost of leases | $7.2bn | $7.2bn | $7.2bn | $7.2bn | $7.2bn | $7.2bn |
| Depreciation and amortisation | $42.6bn | $42.6bn | $42.6bn | $42.6bn | $42.6bn | |
| Capital expenditure | $79.4bn | $79.4bn | $79.4bn | $79.4bn | $79.4bn | |
| Increase in working capital | $0 | $0 | $0 | $0 | $0 | |
| Interest | $83.0bn | $81.3bn | $79.5bn | $77.6bn | $75.7bn | |
| Tax | $20.5bn | $20.9bn | $21.4bn | $21.8bn | $22.3bn | |
| Cash available for debt service | $106bn | $106bn | $105bn | $105bn | $104bn |
Debt Schedule
| Closing | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|---|
| Senior loan | $778bn | $755bn | $731bn | $705bn | $679bn | $650bn |
| Subordinated notes | $259bn | $259bn | $259bn | $259bn | $259bn | $259bn |
| Revolving facility | $0 | $0 | $0 | $0 | $0 | $0 |
| Cash | $6.9bn | $6.9bn | $6.9bn | $6.9bn | $6.9bn | $6.9bn |
| Debt to EBITDA | 5.00x | 4.89x | 4.78x | 4.66x | 4.53x | 4.40x |
| EBITDA to interest | 2.57x | 2.62x | 2.68x | 2.74x | 2.82x |
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 | 4.89x | 4.78x | 4.66x | 4.53x | 4.40x |
| Band of debt to EBITDA | Highly leveraged | Aggressive | Aggressive | Aggressive | Aggressive | Aggressive |
Return Bridge
| Amount | |
|---|---|
| Sponsor's equity | $1.14tn |
| EBITDA growth | $0 |
| Change of multiple | $0 |
| Net debt repaid | +$128bn |
| Non-controlling interests | $0 |
| Costs at closing | −$63.3bn |
| Management and limited liability | $0 |
| Proceeds at exit | $1.20tn |
Sensitivity Tables
| Entry by exit | 8.00x | 9.00x | 10.0x | 11.0x | 12.0x |
|---|---|---|---|---|---|
| 8.00x | 2.3% | 7.0% | 11.1% | 14.6% | 17.8% |
| 9.00x | −3.4% | 1.5% | 5.5% | 9.0% | 12.1% |
| 10.0x | −7.4% | −2.8% | 1.1% | 4.5% | 7.4% |
| 11.0x | −10.6% | −6.1% | −2.4% | 0.9% | 3.8% |
| 12.0x | −13.2% | −8.9% | −5.2% | −2.1% | 0.7% |
| Debt by growth | −4.0% | −2.0% | 0.0% | 2.0% | 4.0% |
|---|---|---|---|---|---|
| 4.00x | −4.9% | −1.4% | 2.0% | 5.2% | 8.2% |
| 4.50x | −6.2% | −2.1% | 1.6% | 5.1% | 8.4% |
| 5.00x | −7.7% | −3.1% | 1.1% | 5.0% | 8.6% |
| 5.50x | −9.7% | −4.3% | 0.5% | 4.8% | 8.8% |
| 6.00x | −12.5% | −5.8% | −0.2% | 4.7% | 9.1% |
Solvers
Highest entry multiple for a return of 20.0%
n/a
No entry multiple reaches the target
Revenue growth a year for a return of 20.0%
11.0%
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 | 3.9% | Policy rate of the United States, BIS central bank policy rates, 27 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 | 61.5% | EBITDA over revenue, last 4 quarters to FY2027 Q1 |
| Operations | Cash cost of leases, of revenue | 2.1% | Cash cost of leases over revenue, last 4 quarters to FY2027 Q1 |
| Operations | Depreciation and amortisation, of revenue | 12.3% | Depreciation and amortisation over revenue, last 4 quarters to FY2027 Q1 |
| Operations | Capital expenditure, of revenue | 22.9% | Median capital expenditure over revenue, fiscal 2024 to 2026 |
| Operations | Working capital, of revenue | 6.1% | Working capital over revenue, end of the last 4 quarters to FY2027 Q1 |
| 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 | 25.5% | Combined statutory rate of corporate income tax of the United States, 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 the last 4 quarters to Q1 FY2027, each with the documents it comes from.
| Input | Value | Method | Documents |
|---|---|---|---|
| Adjusted EBITDA | $226bn | Adjusted EBITDA of the company page | 10-Q 2025-12, 10-Q 2026-03, 10-K 2026-06, 10-Q 2026-09 |
| Share-based pay | $12.6bn | Share-based pay that adjusted EBITDA adds back | 10-Q 2025-12, 10-Q 2026-03, 10-K 2026-06, 10-Q 2026-09 |
| EBITDA after share-based pay | $213bn | Adjusted EBITDA less share-based pay | 10-Q 2025-12, 10-Q 2026-03, 10-K 2026-06, 10-Q 2026-09 |
| Depreciation and amortisation | $42.6bn | Depreciation and amortisation of adjusted EBITDA | 10-Q 2025-12, 10-Q 2026-03, 10-K 2026-06, 10-Q 2026-09 |
| Revenue | $346bn | Revenue of the base period | 10-Q 2025-12, 10-Q 2026-03, 10-K 2026-06, 10-Q 2026-09 |
| Operating lease cost | $7.2bn | Operating lease cost | 10-Q 2025-12, 10-Q 2026-03, 10-K 2026-06, 10-Q 2026-09 |
| Borrowings | $35.5bn | Total debt less lease liabilities | 10-Q 2026-09 |
| Lease liabilities | $27.5bn | Lease liabilities | 10-Q 2026-09 |
| Cash and short-term investments | $64.5bn | Cash and short-term investments | 10-Q 2026-09 |
| Non-controlling interests | $0 | The balance sheet reports none | n/a |
| Receivables | $62.1bn | Receivables | 10-Q 2026-09 |
| Payables | $42.6bn | Payables | 10-Q 2026-09 |
| Inventories | $1.8bn | Inventories | 10-Q 2026-09 |
| Capital expenditure | $116bn | Capital expenditure of the latest fiscal year | 10-K 2026-06 |
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.