Madison Air Solutions Corporation (NYSE: MAIR) said it will raise approximately $2.25 billion through a private placement of Class A common stock, with proceeds earmarked for its pending $5 billion acquisition of ebm-papst Mulfingen GmbH & Co. KGaA & Co. KG and related entities.
The company plans to issue 90,108,130 shares at $24.97 per share, according to a filing on Monday. Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting as lead and placement agents for the transaction.
Chairman Larry Gies and Madison Solutions LLC, an entity affiliated with Gies, have committed to purchasing $300 million and $320 million of the Class A shares, respectively. The shares are subject to transfer restrictions until one year after the expected closing of the private placement, which is slated for on or about September 1, 2026, subject to customary conditions.
The acquisition, previously announced by Madison Air, is expected to close around year-end, pending regulatory approvals. The total cash consideration for the deal is estimated at $5 billion, to be funded through the private placement proceeds, approximately $2.8 billion in debt, and available cash. Pro forma net leverage at closing is projected to be about 3.7 times, with a target of less than 2.5 times within two years post-acquisition.
The Class A common stock is being issued pursuant to an exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, and the company plans to file a registration statement with the Securities and Exchange Commission no later than 90 days after the closing to cover resale of the shares.
