Back to database
Deal Detail
Hostess Brands to JM Smucker
EV / LTM EBITDA
17.9x
EV / LTM Sales
-
Enterprise Value
$5.5B
Primary Source
Morgan Stanley
All Observations
Source-specific multiples and notes for this transaction.
| Primary? | Source Type | Fairness Opinion / Source | Advisor | Source Year | Enterprise Value | EV/Sales | EV/EBITDA | EV/Fwd EBITDA | Note | Citation |
|---|---|---|---|---|---|---|---|---|---|---|
| Primary | fairness opinion | TWNK FO | Morgan Stanley | 2023 | $5.5B | - | 17.9x | 17.0x | Target's own FO (Morgan Stanley, S-4/A filed 2023-10-24). Enterprise value $5,520.4m is DISCLOSED: the pro forma total estimated purchase price, comprising $490.2m of Smucker shares issued, $3,985.8m cash consideration net of cash acquired, $985.0m assumed Hostess debt and a $59.4m assumed debt-like item. Merger consideration $34.25 per share ($30.00 cash + $4.25 in stock at an 0.03002 exchange ratio), a 54% premium to the 2023-08-24 unaffected close. The forward multiple is fully disclosed: 17.0x on Management Case 2023E Adjusted EBITDA of $325m (17.1x on the $323m Street Case; 15.5x on 2024E of $356m). The LTM multiple of 17.9x is DERIVED, not printed: Morgan Stanley applied an implied AV/LTM Adj. EBITDA range of 16.0x-20.0x to Hostess Adjusted EBITDA for the twelve months ended June 30, 2023 without stating that figure, but it is recoverable from the resulting implied per-share range of $29.75-$38.80 - the 4.0x spread maps to $9.05 per share, so EBITDA = 2.2625 x fully diluted shares. Shares follow from the disclosed $175.0m termination fee being 3.75% of equity value at $34.25, giving equity of $4,666.7m and 136.3m shares, hence LTM Adjusted EBITDA of approximately $308m and implied net debt of approximately $879m. Cross-checks: equity plus net debt is $5,546m against the $5,520m pro forma figure (within 0.5%), and the K FO citation of this deal independently carries EV $5,500m at 17.9x LTM and 17.2x forward. Advisor range carried here is Morgan Stanley's applied precedent transactions range of 16.0x-20.0x. | Open |
| - | sec filing | UTZ BofA Materials | BofA | 2026 | $5.6B | - | 17.2x | - | - | Open |
| - | fairness opinion | UTZ FO | Citi | 2026 | $5.5B | - | 17.8x | - | - | Open |
| - | fairness opinion | K FO | Lazard | 2024 | - | - | 17.9x | - | - | Open |
| - | fairness opinion | K FO | Goldman Sachs | 2024 | $5.5B | - | - | 17.2x | - | Open |
| - | fairness opinion | K FO | Lazard | - | - | - | 17.9x | - | - | Open |