Madison Air Solutions Corporation filed a Form 8-K on August 25, 2026, disclosing the entry into Securities Purchase Agreements for a private placement of approximately 90,108,130 shares of Class A common stock at $24.97 per share, with expected gross proceeds of approximately $2.25 billion.

Key Highlights

  • Share count and price: The company agreed to sell an aggregate of 90,108,130 shares of Class A common stock at an offering price of $24.97 per share.
  • Expected gross proceeds: The private placement is expected to generate approximately $2.25 billion before deducting applicable fees and other expenses.
  • Chairman participation: Larry Gies, Chairman of the board and sole manager of controlling stockholder Madison Industries Holdings LLC, agreed to purchase $300.0 million of Class A common stock.
  • Affiliated entity participation: Madison Solutions LLC, an entity affiliated with Mr. Gies, agreed to purchase $320.0 million of Class A common stock.
  • Intended use of proceeds: The company intends to use net proceeds to fully fund the equity portion of its previously announced acquisition of ebm-papst entities pursuant to a Sale and Purchase Agreement dated August 15, 2026.
  • Expected closing: The private placement is expected to close on September 1, 2026, subject to customary closing conditions.
  • Lock-up restrictions: Shares purchased by Mr. Gies and Madison Solutions are subject to transfer restrictions until the one-year anniversary of the closing, subject to certain exceptions.

Madison Air Solutions Discloses $2.25 Billion Private Placement to Fund ebm-papst Acquisition

According to the filing, Madison Air Solutions Corporation (NYSE:MAIR) entered into two Securities Purchase Agreements on August 25, 2026: one with certain institutional accredited investors and one with Larry Gies individually. Under these agreements, the company agreed to sell a combined 90,108,130 shares of its Class A common stock, par value $0.0000001 per share, at $24.97 per share in a private placement. The shares have not been registered under the Securities Act of 1933 and are being issued pursuant to the exemption under Section 4(a)(2) of that act.

The company disclosed that it intends to use the net proceeds to fully fund the equity portion of its acquisition of ebm-papst Mulfingen GmbH & Co. KGaA & Co. KG, ebm-papst Mulfingen GmbH & Co. KGaA, ebm-papst Finanzierungsgesellschaft mbH, and ebm-papst Verwaltungs GmbH, as announced previously and governed by a Sale and Purchase Agreement dated August 15, 2026. The filing also noted that a Registration Rights Agreement dated August 25, 2026, was entered into with the institutional investors other than Madison Solutions, requiring a registration statement to be filed with the SEC no later than 90 calendar days following the closing, subject to conditions tied to the availability of required acquisition financial information.

The filing stated that Mr. Gies and Madison Solutions each entered into Lock-Up Agreements restricting transfer of their purchased shares until the one-year anniversary of the closing, with certain exceptions. Both Mr. Gies and Madison Solutions are also expected to execute a joinder to the company's Existing Registration Rights Agreement dated April 15, 2026. The filing noted that forward-looking statements, including those regarding the expected closing and use of proceeds, are subject to risks and uncertainties and the company's cautionary language.

What Was Disclosed

Madison Air Solutions disclosed the terms of a approximately $2.25 billion private placement of 90,108,130 shares at $24.97 each, the parties involved, the intended use of proceeds for an acquisition, registration rights terms, and lock-up restrictions on shares purchased by insiders.