Madison Air Solutions (MAIR) agrees $5B airflow deal—what it's paying on EBITDA
Rhea-AI Filing Summary
Madison Air Solutions Corporation entered into a definitive agreement for its German subsidiary to acquire all equity interests in ebm-papst’s air technology businesses for an enterprise purchase price of EUR 4,775.0 million, using a locked-box mechanism referenced to a March 31, 2026 balance sheet. The base purchase price is EUR 4,367.0 million, with interest of 2.00% per annum from July 1 to December 31, 2026 and 2.50% thereafter until closing, leading to an estimated cash payment at closing of about EUR 4,412.0 million.
Madison Air expects approximately EUR 371.0 million of future tax savings, implying an effective enterprise purchase price of EUR 4,404.0 million. A concurrent press release frames the transaction at an effective enterprise price of $5.0 billion, or 14.6x ebm-papst’s forecast 2026 adjusted EBITDA of $343 million, and 10x including expected annual run-rate synergies of $160 million by year three. ebm-papst is expected to generate $2.8 billion of 2026 revenue. Madison Air plans to fund the deal with cash, debt and equity, supported by fully underwritten debt commitments and up to EUR 1.3 billion of affiliate equity backing. Pro forma net leverage is targeted at less than 4.0x at closing and about 2.5x within two years. Closing is anticipated by year-end 2026, subject to regulatory clearances and other conditions; if certain conditions fail, the buyer may owe a EUR 250.0 million break fee.
Positive
- Acquisition of ebm-papst at an effective enterprise purchase price of $5.0 billion adds a leading global airflow technology platform with forecast $2.8 billion 2026 revenue and $343 million adjusted EBITDA.
- Madison Air projects annual run-rate cost synergies of $160 million by year three, implying adjusted EBITDA including synergies of $503 million and an effective purchase multiple of 10x.
- The transaction is expected to be accretive to adjusted EPS in the first full year after closing, supported by strong free cash flow and a plan to reduce net leverage to about 2.5x within two years.
Negative
- Madison Air plans to fund the EUR 4,412.0 million estimated cash purchase price largely with new debt and equity, targeting pro forma net leverage of under 4.0x at closing, which increases balance sheet risk.
- If closing conditions are not met or the long stop date lapses under specified circumstances, the purchaser could owe a contractual break fee of EUR 250,000,000 to the sellers.
- Completion depends on multiple regulatory approvals, including merger control, foreign investment reviews and EU Foreign Subsidies Regulation clearance, introducing timing and execution risk to the year-end 2026 closing plan.
Filing Explained
The up-to-€1.3 billion affiliate equity commitment is a conditional backstop; third-party debt and equity remain the planned funding sources.
The financing disclosures distinguish a conditional capacity from the company’s stated funding plan: the up-to-
The affiliate commitment is reduced euro-for-euro by funds from other sources, including a registered equity offering or debt financing, and depends on satisfaction or waiver of closing conditions and the sellers’ obligation to transfer the acquired interests.
Separately, the acquisition is not subject to a financing condition, although the debt commitments themselves carry customary conditions.
The final financing mix remains to be established during the pre-closing period.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Enterprise Purchase Price: EUR 4,775.0 million
Base Purchase Price: EUR 4,367.0 million
Estimated Cash Purchase Price: EUR 4,412.0 million
+5 more
8 metrics
Enterprise Purchase Price
EUR 4,775.0 million
Enterprise purchase price for acquired interests in ebm-papst Group after non-debt liability adjustments
Base Purchase Price
EUR 4,367.0 million
Base purchase price before interest and leakage adjustments under the SPA
Estimated Cash Purchase Price
EUR 4,412.0 million
Estimated total cash payable at closing assuming December 31, 2026 closing
Expected Future Tax Savings
EUR 371.0 million
Net present value of expected intangible amortization tax benefits over 15 years
Equity Commitment Amount
EUR 1,300,000,000
Maximum equity commitment from Madison Solutions LLC under the Equity Commitment Letter
Break Fee
EUR 250,000,000
Fee payable to sellers if specified termination events occur under the SPA
ebm-papst 2026 Net Sales
$2,772 million
Forecasted unaudited net sales for the twelve months ended December 31, 2026
Expected Cost Synergies
$160 million
Expected annual run-rate cost synergies by end of year three post-closing
Key Terms
locked-box mechanism, Break Fee, Adjusted EBITDA, run-rate cost synergies, +2 more
6 terms
locked-box mechanism financial
"The SPA includes a locked-box mechanism, pursuant to which purchase price adjustments are fixed"
Break Fee financial
"the Purchaser would be required to pay the Sellers, as sole and exclusive remedy, a Break Fee"
A break fee is a pre-agreed payment one party must make if it backs out of a merger, acquisition, or other major deal, acting like a penalty for walking away. It matters to investors because it can shift the financial outcome of a deal — protecting the party left behind, discouraging frivolous bids, and altering expected cash flows or takeover premiums that affect shareholder value.
Adjusted EBITDA financial
"The effective enterprise purchase price represents 14.6x ebm-papst’s forecasted 2026 adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
run-rate cost synergies financial
"expects to realize $160 million in annual run-rate cost synergies by year three"
Run-rate cost synergies are the ongoing, annualized savings a company expects to achieve after combining operations with another business, once integration actions (like consolidating offices or cutting overlapping staff) are fully in place. For investors, they matter because they show how a deal is expected to improve future profitability and cash flow — like projecting the yearly savings from merging two households so you can judge whether the combination was worth the price paid.
Enterprise Purchase Price financial
"The enterprise purchase price for the Acquired Interests is EUR 4,775.0 million"
Enterprise purchase price is the total amount a buyer effectively pays to acquire a company, including the price for its equity plus any debt assumed and minus cash left on the balance sheet — in other words, the full takeover cost rather than just the stock price. It matters to investors because it shows the true economic value paid relative to the company’s earnings and assets, like comparing the full bill for a house when you take over its mortgage rather than only the seller’s equity.
Equity Commitment Letter financial
"the Company entered into an Equity Commitment Letter (the "ECL") with Madison Solutions LLC"
A written promise from an investor or group to provide a specified amount of capital for a deal, such as an acquisition or a new financing round. It matters to investors because it shows how likely a transaction is to close and how much fresh money will be available, similar to a down-payment commitment when buying a house: the stronger the promise, the less risk that the deal will fall apart or that existing shareholders will face unexpected dilution.
FAQ
What acquisition did Madison Air Solutions (MAIR) announce involving ebm-papst?
Madison Air agreed for a subsidiary to acquire all interests in ebm-papst’s air technology businesses for an enterprise purchase price of EUR 4,775.0 million. The deal uses a locked-box mechanism and is expected to close around year-end 2026, subject to regulatory approvals and other conditions.
What valuation multiples is Madison Air (MAIR) paying for ebm-papst?
The effective enterprise purchase price of about $5.0 billion represents 14.6x ebm-papst’s forecast $343 million 2026 adjusted EBITDA, or 10x including anticipated annual run-rate synergies of $160 million by year three, according to Madison Air’s press release.
How will Madison Air (MAIR) finance the ebm-papst transaction?
Madison Air plans to fund the deal with cash on hand plus debt and equity financing. It has fully underwritten debt commitments from UniCredit and Wells Fargo and an equity commitment of up to EUR 1.3 billion from Madison Solutions LLC, subject to specified conditions.
What is ebm-papst’s expected financial performance in 2026 under Madison Air’s disclosure?
For 2026, ebm-papst is expected to generate about $2.8 billion in net sales and $343 million in adjusted EBITDA, implying an adjusted EBITDA margin of about 12%, before considering the projected $160 million of annual run-rate cost synergies by year three.
How will the ebm-papst acquisition affect Madison Air’s (MAIR) leverage?
Madison Air expects pro forma net leverage of less than 4.0x at closing, reflecting acquisition debt, with a target to reduce net leverage to approximately 2.5x on a trailing 12‑month basis within two years after closing.
Is the Madison Air (MAIR) acquisition of ebm-papst subject to financing or break fees?
The acquisition is not subject to a financing condition, but if certain closing conditions are not satisfied or the long stop date passes, the purchaser may owe the sellers a contractual EUR 250,000,000 break fee as the sole and exclusive remedy.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): August 15, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number): | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
(312 ) 262-6374
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) | |||||
| Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter). | |||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Item 1.01 Entry into a Material Definitive Agreement.
Sales and Purchase Agreement
On August 15, 2026, Madison Air Solutions Corporation, a Delaware corporation (the "Company"), together with its wholly owned subsidiary, Madison Air Solutions Germany GmbH, a limited liability company organized under the laws of Germany (the "Purchaser"), entered into a Sale and Purchase Agreement (the "SPA") with Sturm Beteiligungs-GmbH & Co. KG ("Sturm KG"), Ziehl Beteiligungen GmbH & Co. KG ("Ziehl KG") and Philippiak Holding GmbH ("Philippiak GmbH" and, together with Sturm KG and Ziehl KG, the "Sellers"), pursuant to which, among other things, the Purchaser will acquire from the Sellers all of the issued and outstanding shares and limited partnership interests (collectively, the "Acquired Interests" and such acquisition, the “Acquisition”) in ebm-papst Mulfingen GmbH & Co. KGaA & Co. KG, ebm-papst Mulfingen GmbH & Co. KGaA, ebm-papst Finanzierungsgesellschaft mbH and ebm-papst Verwaltungs GmbH (collectively, the "Target Companies" and, together with their direct and indirect subsidiaries, the "Group"). The Company will serve as the Purchaser's Guarantor under the SPA.
The enterprise purchase price for the Acquired Interests is EUR 4,775.0 million (the “Enterprise Purchase Price”), after giving effect to adjustments for non-debt liabilities. The SPA includes a locked-box mechanism, pursuant to which purchase price adjustments are fixed upfront by reference to the Group’s audited balance sheet as of March 31, 2026, 24:00 hours (CET) (the “Economic Reference Date”). On the terms and subject to the conditions set forth in the SPA, the base purchase price for the Acquired Interests is EUR 4,367.0 million (the “Base Purchase Price”), plus interest accruing on the Base Purchase Price at a rate of 2.00% per annum from July 1, 2026 through December 31, 2026 and 2.50% per annum from January 1, 2027 through the date of closing of the Acquisition (“Closing”). The Base Purchase Price is subject to reduction on a Euro-for-Euro basis by the amount of any value transferred from the Group to the Sellers or their related parties between the Economic Reference Date and Closing, which is referred to as “leakage,” other than for certain permitted payments specifically agreed by the Purchaser and the Sellers and expressly provided for in the SPA. Based on the foregoing and assuming a Closing date of December 31, 2026, the Company estimates total cash payable at Closing will be approximately EUR 4,412.0 million (the “Cash Purchase Price”). The Cash Purchase Price is payable in cash in immediately available Euro-denominated funds at Closing.
The Company expects the Acquisition to result in approximately EUR 371.0 million of future tax savings (based on the net present value of the expected amortization of intangible assets over 15 years after the Closing), which results in an effective Enterprise Purchase Price of EUR 4,404.0 million.
The SPA contains customary representations, warranties, covenants and agreements. The SPA requires that the Group carry on its business activities in the ordinary course of business consistent with past practice during the period between the execution of the SPA and Closing (the "Pre-Closing Period"). The SPA restricts the Sellers from taking certain actions during the Pre-Closing Period without the Purchaser's prior written consent, including, among others, (i) selling, transferring or creating any encumbrance on the Acquired Interests, (ii) adopting resolutions to change the articles of association or partnership agreement of any Target Company, (iii) increasing or decreasing the share capital or partnership capital of any Target Company and (iv) taking any measures with respect to the merger, spin-off, split-off, conversion or winding up of any Target Company. In addition, the Sellers have agreed to cooperate with the Company in connection with the arrangement, syndication and consummation of certain debt and/or equity financing, including providing required financial and other information for inclusion in U.S. Securities and Exchange Commission (“SEC”) filings of the Company.
The SPA contains certain termination rights for each of the Purchaser and the Sellers, including, among other things, (i) by mutual written consent of the Purchaser and the Sellers, (ii) by the Sellers, if certain closing conditions (the "Closing Conditions") have not been satisfied or duly waived by August 31, 2027 (the "Long Stop Date"), (iii) by the Purchaser, if certain Closing Conditions have not been satisfied or duly waived by one month after the Long Stop Date, (iv) by the Sellers, if the Closing Conditions cannot be satisfied, (v) by the Sellers (acting jointly), if all or some of the closing actions that have become due to be taken by the Purchaser have neither been taken nor waived by the Sellers within three business days after the day on which they became due; and (vi) by the Purchaser, if all or some of the closing actions that have become due to be taken by the Sellers have neither been taken nor waived by the Purchaser within three business days after the day on which they became due; provided that no party may terminate the SPA whose failure to comply with its obligations caused the non-satisfaction of the Closing Conditions or the failure of the Closing to occur. If the SPA is terminated by the Sellers because the Long Stop Date has lapsed or the Closing Conditions cannot be satisfied, the Purchaser would be required to pay the Sellers, as sole and exclusive remedy, a break fee of EUR 250,000,000 (the "Break Fee").
The Closing is subject to the satisfaction of the Closing Conditions, including the receipt of all required merger control clearances, foreign investment control clearances and European Commission clearance under the EU Foreign Subsidies Regulation, in each case as set forth in the SPA. The Closing is expected to occur by December 31, 2026.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The SPA has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Purchaser, the Sellers or any of their respective affiliates. The representations, warranties and covenants contained in the SPA were made only for purposes of the SPA as of the specific dates therein, were solely for the benefit of the parties to the SPA, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the SPA instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the SPA and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the SPA, which subsequent information may or may not be fully reflected in the Company's public disclosures. The SPA should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC.
Concurrently with the execution of the SPA, the Company entered into an Equity Commitment Letter (the "ECL") with Madison Solutions LLC (“Madison Solutions”), an entity affiliated with Larry Gies, the Chairman of the Company’s board of directors, pursuant to which, subject to the terms and conditions therein, Madison Solutions committed to contribute to, or cause to be contributed to, the Company, directly or indirectly through one or more of its affiliates or intermediate entities, an amount of up to EUR 1,300,000,000 (the "Equity Commitment Amount") to fund the Cash Purchase Price and related fees and expenses when due under the SPA. The Equity Commitment Amount is reduced on a Euro-for-Euro basis to the extent the Company obtains funds from any other source to fund its obligations under the SPA, including the net proceeds of any registered offering of equity securities of the Company (a “Registered Equity Offering”) or of any debt financing. Madison Solutions’ obligation to fund its commitment under the ECL is subject to, among other conditions, (i) satisfaction or waiver of the Closing Conditions under the SPA and (ii) the Sellers being unconditionally obliged to effect the transfer of the Acquired Interests in accordance with the terms of the SPA.
The Company does not currently expect that the provisions of the ECL will be invoked, as the Company plans to raise all needed financing from a combination of third-party debt and equity during the Pre-Closing Period.
The foregoing description of the ECL does not purport to be complete and is qualified in its entirety by reference to the full text of the ECL, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Debt Finance Commitments
In connection with entry into the SPA, the Company received a debt commitment letter from certain financing sources, including fully underwritten financing commitments from UniCredit and Wells Fargo (the "Debt Commitment Letter"). The obligations of these financing sources to provide debt financing under the Debt Commitment Letter are subject to a number of customary conditions. The Acquisition is not subject to any financing condition.
Item 7.01. Regulation FD Disclosure.
On August 17, 2026, the Company issued a press release announcing the execution of the SPA. A copy of the press release is attached as Exhibit 99.1, to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference to any filing by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Language Concerning Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. The forward-looking statements included herein are subject to risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," “can have,” “positions,” "likely," "target," "goal," "strategy" and other words and terms of similar meaning in connection with any discussion of the timing or nature
of future operating or financial performance or other events, including statements regarding the Company's expectations, intentions or strategies regarding the Acquisition, the expected benefits of the Acquisition, the anticipated timetable for completing the Acquisition, and the impact of the Acquisition on the Company's business and future financial condition and operating results.
All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected, including: uncertainties as to the timing of the Acquisition; the risk that the Acquisition may not be completed in a timely manner or at all, which may adversely affect the Company's business; the failure to satisfy the Closing Conditions, including the receipt of required merger control clearances, foreign investment control clearances and European Commission clearance under the EU Foreign Subsidies Regulation; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the SPA, including in certain circumstances requiring the Purchaser to pay the Break Fee; the ability of the Company to obtain the necessary financing arrangements, including under the Debt Commitment Letter and the Registered Equity Offering; the effect of the announcement or pendency of the Acquisition on the Company's business relationships, operating results and business generally; risks that the Acquisition may disrupt the Company's current business plans and operations; the Company's ability to retain and hire key personnel in light of the Acquisition; risks related to diverting management's attention from the Company's ongoing business operations; unexpected costs, charges or expenses resulting from the Acquisition; potential litigation relating to the Acquisition; the ability of the Company to successfully integrate the Group following the Closing and to achieve the anticipated benefits of the Acquisition, including estimated cost, operations, tax and commercial synergies, and the timeline to realize such benefits; the effects of the Acquisition on the Company's earnings, financial condition, net leverage ratio and credit ratings; the Company's estimates of the size of the markets it serves, including its total addressable market and the runway for growth in those markets, proving to be inaccurate; an inability to reduce or effectively manage its significant indebtedness and interest expense, including through any future financings or refinancings; a failure to develop and maintain effective internal control over financial reporting, including a failure to design and implement sufficient controls to remediate its material weaknesses; the markets into which the Company sells its products and services declining, not growing as expected, experiencing cyclicality or shifting towards products or services outside of its portfolio; changes in the general economy, the housing market or other business conditions; difficulties executing, integrating or realizing expected benefits from acquisitions, dispositions or joint ventures, or exposure to unexpected liabilities from such transactions, including the Acquisition; the restrictions imposed on the Company's ability to conduct primary follow-on equity offerings during the two-year period following its initial public offering and associated limitations on its ability to raise equity capital to fund growth initiatives, acquisitions or other strategic opportunities; increasing competitive pressures in the Company's industry and the markets in which it operates; difficulties implementing the Company's 80/20 operating model or other strategies intended to improve organic growth, including its artificial intelligence initiatives; an inability to demonstrate or communicate the benefits of the Company's Return on Air value proposition; the loss of key customers; delays, failures or other challenges in developing and commercializing new versions of the Company's products or new features and accessories; unsuccessful efforts to expand into adjacent markets; supply shortages, rising raw material or freight costs or disruptions in the Company's distribution network; inconsistent practices, controls or decision-making arising from the Company's decentralized organizational structure; the incurrence of events causing an impairment of goodwill or other asset impairment charges; disruption of the Company's operations in its manufacturing facilities, wholesale locations or key customer operations, including as a result of tariffs or other trade policies; failures to protect or defend the Company's intellectual property, including trade secrets or proprietary know-how, or infringement, misappropriation or other violations of others' intellectual property; operational disruptions at manufacturing, wholesale, or key customer locations, as well as labor shortages, disruptions or challenges in attracting and retaining qualified personnel; geopolitical conflicts, cybersecurity attacks, natural disasters, climate change, weather and seasonality that disrupt operations or adversely impact demand; changes in or noncompliance with varying domestic and foreign laws, regulations or government contracting requirements; warranty claims, product liability matters, recall claims, litigation or other legal proceedings, including alleged intellectual property infringement claims; violations of environmental, health and safety laws and regulations; changes in government regulations, trade policies and tariffs; decisions made by the Company's founder who controls the Company; and other factors disclosed in the section entitled "Risk Factors" of the Company's prospectus filed pursuant to Rule 424(b)(4) with the SEC on April 17, 2026, as may be updated or supplemented by any subsequent filings with the SEC.
The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are reasonable, it cautions that it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect actual results. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the foregoing cautionary statements, as well as other cautionary statements that are made from time to time in its other SEC filings and public communications. You should evaluate any forward-looking statements made in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our
operations in the way we expect. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. We assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Exhibit Description | ||||
| 2.1 | Sale and Purchase Agreement, dated August 15, 2026, by and among Madison Air Solutions Corporation, Madison Air Solutions Germany GmbH, Sturm Beteiligungs-GmbH & Co. KG, Ziehl Beteiligungen GmbH & Co. KG and Philippiak Holding GmbH. | ||||
| 2.2 | Equity Commitment Letter, dated August 15, 2026, by and between Madison Solutions LLC and Madison Air Solutions Corporation. | ||||
| 99.1 | Press release, dated August 17, 2026. | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Madison Air Solutions Corporation (Registrant) | |||||||||||
| Date: | August 17, 2026 | By: | /s/ JJ FOLEY | ||||||||
| JJ Foley | |||||||||||
| Chief Financial Officer | |||||||||||
Madison Air to Acquire ebm-papst, Expanding Return on Air™ Capabilities and Accelerating Durable Growth in Air Quality Solutions
•Acquisition nearly doubles Madison Air’s addressable market while vertically integrating differentiated air flow technology and expanding commercial segment, aftermarket and services opportunities
•Reinforces the durability and resilience of Madison Air’s long-term growth algorithm through the addition of a high-quality business serving attractive, mission-critical air quality, cooling and industrial process applications
•Transaction is expected to be accretive to adjusted earnings per share (EPS) in the first full year following closing, with anticipated annual run-rate synergies of $160 million by year three and Madison Air’s proven operating model driving margin expansion
Chicago, Illinois, August 17, 2026 - Madison Air Solutions Corporation (NYSE: MAIR) (the “Company” or “Madison Air”), a global provider of air quality solutions, today announced it has entered into a definitive agreement to acquire ebm-papst at an enterprise purchase price of $5.4 billion, or $5.0 billion net of future tax savings1 (“effective enterprise purchase price”). The effective enterprise purchase price represents 14.6x ebm-papst’s forecasted 2026 adjusted EBITDA, or 10x including estimated run-rate synergies.
Headquartered in Mulfingen, Germany and founded in 1963, ebm-papst is a leading global supplier of high-performance airflow technology and a pioneer in integrated electronically commutated (“EC”) fan and motor systems, with more than 250 million fans installed worldwide within its Air Technology business. Its highly engineered products are specified early in the HVAC/R design process, helping customers improve energy efficiency, enhance reliability and reduce total lifecycle costs across mission-critical applications. Operating in approximately 40 countries, ebm-papst serves a diversified global customer base and is expected to generate approximately $2.8 billion of revenue and approximately $343 million of adjusted EBITDA in 2026.
“We’re excited about the opportunities this acquisition creates for our customers, employees and shareholders as Madison Air continues to expand our ability to deliver Return on Air and strengthen our position in attractive, growing markets,” said Jill Wyant, President and CEO of Madison Air. “As a longstanding ebm-papst customer, we have a deep appreciation for its integrated airflow technology, custom engineering expertise and talented team, which complement our expertise in mission-critical applications and market reach.”
Ms. Wyant continued, “Fans enable the airflow performance our customers depend on every day. By combining ebm-papst’s differentiated technology with Madison Air’s application expertise, trusted customer relationships and proven operating model, we will help more customers improve uptime, efficiency, compliance and productivity in mission-critical environments. The acquisition nearly doubles our addressable market, broadens our aftermarket and services opportunity, and further strengthens our long-term growth profile. Together, we are confident we can accelerate growth, enhance performance and create significant long-term value for shareholders.”
“Madison Air was founded on the belief that business can be one of the most powerful forces for good, particularly when we help people live safer, healthier and more productive lives through the power of better air,” said Larry Gies, Chairman of the Board and Founder of Madison Air. “Adding ebm-papst to the Madison Air portfolio is a natural extension of that purpose. The Board of Directors and I have tremendous confidence in Jill and her team and believe this combination will make Madison Air a stronger company capable of serving more customers, pursuing a larger opportunity and creating enduring value for many years to come.”
Klaus Geiβdörfer, CEO of ebm-papst added, “Since our founding more than six decades ago, ebm-papst has built a reputation on engineering excellence, innovation and earning the trust of our customers. Madison Air shares that philosophy and has demonstrated a long-term commitment to supporting entrepreneurial businesses. We are excited to join an organization that values our people, our culture and our technology, and we look forward to what we can accomplish together.”
1 Figures assume an exchange rate of 1 EUR to 1.14 USD. Future tax savings based on the net present value of the expected amortization of intangible assets over 15 years after the closing.
1
Compelling Strategic and Financial Rationale:
•Deepens vertical integration and expands technology portfolio: The acquisition adds ebm-papst’s integrated airflow technology, supported by more than 1,200 patents, to Madison Air’s portfolio and extends the Company’s capabilities across more of the air technology value chain. This will enable the combined company to accelerate innovation and deliver more holistic solutions throughout the full product lifecycle to solve complex air quality and energy efficiency challenges for customers in mission-critical applications.
•Creates a more durable growth platform: The transaction adds approximately $30 billion to Madison Air’s addressable market and broadens its commercial, aftermarket and services opportunities through a larger installed base, broader customer relationships and expanded channel presence.
•Applies Madison Air’s proven operating model to accelerate value creation and generate meaningful synergies: Madison Air expects to realize $160 million in annual run-rate cost synergies by year three, driven by its proven 80/20 operating model, the combined company’s scale, procurement savings and operational efficiencies. The combination also creates opportunities for additional growth through cross-selling solutions, collaborative innovation and deeper customer relationships.
•Brings together complementary capabilities and cultures: ebm-papst’s technological leadership, commitment to innovation and pioneering digital capabilities complement Madison Air’s entrepreneurial culture, commercial reach and operational capabilities. Both companies share a long-term focus on delivering differentiated air solutions for customers, providing a strong foundation for successful integration and sustained growth.
•Delivers accretion and compelling financial profile: The acquisition is expected to be accretive to adjusted earnings per share (EPS) in the first full year following closing, supported by strong free cash flow generation and a disciplined path to deleveraging.
Transaction Timing and Details
The effective enterprise purchase price is $5.0 billion. Madison Air intends to fund the transaction through a combination of cash on hand and debt and equity financing. The Company expects pro forma net leverage of less than 4.0x at closing, with a target of reducing net leverage to approximately 2.5x on a trailing 12-month basis within two years.
In connection with entry into the SPA, the Company received a debt commitment letter from certain financing sources, including fully underwritten financing commitments from UniCredit and Wells Fargo for the debt portion of the acquisition financing (the “Debt Commitment Letter”). The obligations of these financing sources to provide debt financing under the Debt Commitment Letter are subject to a number of customary conditions. The Acquisition is not subject to any financing condition.
The transaction is expected to close around year end, subject to receipt of required regulatory approvals and satisfaction of customary closing conditions.
Conference Call Details
Madison Air will host a conference call at 8:30 a.m. (ET) today to discuss the transaction. A live webcast and replay will be available at https://investors.madisonair.com/events. In connection with this press release and conference call, the Company has posted an investor presentation on its website at https://investors.madisonair.com.
About Madison Air
Madison Air (NYSE: MAIR) is an air quality solutions provider serving priority commercial and residential markets. Through its portfolio of trusted brands, including Addison, AprilAire, Big Ass Fans, Broan-NuTone, Nortek Air Solutions, Nortek Data Center Cooling and Reznor, the Company helps customers improve performance, protect critical assets and create healthier indoor environments. Madison Air's mission is to make the world safer, healthier and more productive through the power of better air.
Non-GAAP Measures
This press release (i) uses terms which are not generally used in presentations made in accordance with accounting principles generally accepted in the United States (“GAAP”), (ii) contains non-GAAP measures, including Adjusted EBITDA, (iii) uses terms which are not measures of financial condition or profitability and (iv) contains terms which are unlikely to be comparable to similar measures used by other companies in the Company’s industry.
The Company believes that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results.
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The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Non-GAAP measures have limitations as an analytical tool, and you should not consider these measures either in isolation or as a substitute for other methods of analyzing the results as reported under GAAP. You are encouraged to exercise caution when evaluating non-GAAP measures presented herein. A reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measure can be found at the end of this press release.
HGB Financial Measures
The financial information relating to ebm-papst included herein has been prepared in accordance with accounting principles generally accepted in the Federal Republic of Germany as set forth in the German Commercial Code (Handelsgesetzbuch, “HGB”) and has not been prepared in accordance with GAAP.
HGB differs in certain material respects from GAAP. The Company has not attempted to quantify the impact of such differences on the financial data included herein, and readers are urged to consult their own advisors regarding such differences and their potential impact on the financial information presented. Accordingly, the financial information of ebm-papst presented herein may not be directly comparable to the financial information of the Company or its other subsidiaries prepared in accordance with GAAP, and readers should not rely on such information as though it were prepared on a comparable basis.
The financial information presented herein is preliminary and unaudited and is subject to change pending the completion of purchase price accounting, accounting policy alignment and the preparation of reconciliations from HGB to GAAP required in connection with the Company's reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the consolidated financial statements of the combined company will reflect significant differences from the historical financial information of ebm-papst presented herein as a result of such reconciliations, purchase price adjustments and other assumptions. Readers are cautioned not to place undue reliance on the preliminary financial information included herein.
Cautionary Language Concerning Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. The forward-looking statements included herein are subject to risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," “can have,” “positions,” "likely," "target," "goal," "strategy" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, including statements regarding the Company's expectations, intentions or strategies regarding the Acquisition, the expected benefits of the Acquisition, the anticipated timetable for completing the Acquisition, and the impact of the Acquisition on the Company's business and future financial condition and operating results.
All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected, including: uncertainties as to the timing of the Acquisition; the risk that the Acquisition may not be completed in a timely manner or at all, which may adversely affect the Company's business; the failure to satisfy the Closing Conditions, including the receipt of required merger control clearances, foreign investment control clearances and European Commission clearance under the EU Foreign Subsidies Regulation; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the SPA, including in certain circumstances requiring the Purchaser to pay the Break Fee; the ability of the Company to obtain the necessary financing arrangements, including under the Debt Commitment Letter and the Registered Equity Offering; the effect of the announcement or pendency of the Acquisition on the Company's business relationships, operating results and business generally; risks that the Acquisition may disrupt the Company's current business plans and operations; the Company's ability to retain and hire key personnel in light of the Acquisition; risks related to diverting management's attention from the Company's ongoing business operations; unexpected costs, charges or expenses resulting from the Acquisition; potential litigation relating to the Acquisition; the ability of the Company to successfully integrate the Group following the Closing and to achieve the anticipated benefits of the Acquisition, including estimated cost, operations, tax and commercial synergies, and the timeline to realize such benefits; the effects of the Acquisition on the Company's earnings, financial condition, net leverage ratio and credit ratings; the Company's estimates of the size of the markets it serves, including its total addressable market and the runway for growth in those markets, proving to be inaccurate; an inability to reduce or effectively manage its significant indebtedness and interest expense, including through any future financings or
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refinancings; a failure to develop and maintain effective internal control over financial reporting, including a failure to design and implement sufficient controls to remediate its material weaknesses; the markets into which the Company sells its products and services declining, not growing as expected, experiencing cyclicality or shifting towards products or services outside of its portfolio; changes in the general economy, the housing market or other business conditions; difficulties executing, integrating or realizing expected benefits from acquisitions, dispositions or joint ventures, or exposure to unexpected liabilities from such transactions, including the Acquisition; the restrictions imposed on the Company's ability to conduct primary follow-on equity offerings during the two-year period following its initial public offering and associated limitations on its ability to raise equity capital to fund growth initiatives, acquisitions or other strategic opportunities; increasing competitive pressures in the Company's industry and the markets in which it operates; difficulties implementing the Company's 80/20 operating model or other strategies intended to improve organic growth, including its artificial intelligence initiatives; an inability to demonstrate or communicate the benefits of the Company's Return on Air value proposition; the loss of key customers; delays, failures or other challenges in developing and commercializing new versions of the Company's products or new features and accessories; unsuccessful efforts to expand into adjacent markets; supply shortages, rising raw material or freight costs or disruptions in the Company's distribution network; inconsistent practices, controls or decision-making arising from the Company's decentralized organizational structure; the incurrence of events causing an impairment of goodwill or other asset impairment charges; disruption of the Company's operations in its manufacturing facilities, wholesale locations or key customer operations, including as a result of tariffs or other trade policies; failures to protect or defend the Company's intellectual property, including trade secrets or proprietary know-how, or infringement, misappropriation or other violations of others' intellectual property; operational disruptions at manufacturing, wholesale, or key customer locations, as well as labor shortages, disruptions or challenges in attracting and retaining qualified personnel; geopolitical conflicts, cybersecurity attacks, natural disasters, climate change, weather and seasonality that disrupt operations or adversely impact demand; changes in or noncompliance with varying domestic and foreign laws, regulations or government contracting requirements; warranty claims, product liability matters, recall claims, litigation or other legal proceedings, including alleged intellectual property infringement claims; violations of environmental, health and safety laws and regulations; changes in government regulations, trade policies and tariffs; decisions made by the Company's founder who controls the Company; and other factors disclosed in the section entitled "Risk Factors" of the Company's prospectus filed pursuant to Rule 424(b)(4) with the SEC on April 17, 2026, as may be updated or supplemented by any subsequent filings with the SEC.
The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are reasonable, it cautions that it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect actual results. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the foregoing cautionary statements, as well as other cautionary statements that are made from time to time in its other SEC filings and public communications. You should evaluate any forward-looking statements made in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this press release are made only as of the date hereof. We assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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Reconciliation of Forecasted EBITDA and Adjusted EBITDA ebm-papst
The following table reconciles Forecasted EBITDA and Adjusted EBITDA for ebm-papst:
| Forecasted (unaudited) | |||||
| (in millions) | Twelve months ended December 31, 2026 | ||||
| Net sales | $ | 2,772 | |||
| Net Income | 130 | ||||
| Income Tax Provision | 28 | ||||
| Depreciation and Amortization | 128 | ||||
| EBITDA | 286 | ||||
| Adjustments: | |||||
One-Time IT Costs1 | 29 | ||||
One-Time Transformation Costs2 | 14 | ||||
Restructuring and Severance3 | 11 | ||||
Other (income) and expenses4 | 3 | ||||
| Adjusted EBITDA | $ | 343 | |||
| Adjusted EBITDA Margin | 12 | % | |||
| Expected cost synergies by end of year three | 160 | ||||
| Adjusted EBITDA, including expected cost synergies by end of year three | $ | 503 | |||
Note: The financial information relating to ebm-papst has been prepared in accordance with HGB and has not been prepared in accordance with GAAP. See the Disclaimer for additional details. Assumes an exchange rate of 1 EUR to 1.14 USD.
(1)Represents costs related to global harmonization and enhancement of the Company’s IT environment, primarily consisting of internal personnel costs, license fees, maintenance fees, and external IT consulting support.
(2)Represents costs related to specific transformation projects, consisting of external legal and consulting costs as well as internal personnel expenses.
(3)Represents costs and expenses in connection with various restructuring initiatives.
(4)Represents other non-operating items outside of core operations.
The following table reconciles Enterprise Purchase Price and Effective Enterprise Purchase Price:
| (in millions) | Euros | U.S. Dollars1 | ||||||
| Enterprise Value | € | 5,100 | $ | 5,814 | ||||
| Pension provision | (132) | (150) | ||||||
| Lease liability | (29) | (34) | ||||||
| Income tax balances | (22) | (25) | ||||||
Other non-debt liabilities2 | (148) | (168) | ||||||
| Working capital adjustment | 5 | 6 | ||||||
| Enterprise Purchase Price | 4,775 | 5,444 | ||||||
Expected future tax savings3 | (371) | (423) | ||||||
| Effective Enterprise Purchase Price | € | 4,404 | $ | 5,021 | ||||
Note: Totals are calculated in whole dollars, may not foot to components above.
(1)Assumes an exchange rate of 1 EUR to 1.14 USD.
(2)Includes employee bonus incentives, retirement provisions, and restructuring accruals.
(3)Based on the net present value of the expected amortization of intangible assets over 15 years after the closing.
Investor Relations:
Email: IR@MadisonAir.com
Media Contact:
Email: ccarey@MadisonAir.com
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