Madison Air Solutions Corporation filed a Form 8-K on August 17, 2026, disclosing that on August 15, 2026, the company entered into a Sale and Purchase Agreement to acquire ebm-papst Mulfingen GmbH and related entities for an enterprise purchase price of EUR 4,775.0 million.

Key Highlights

  • Enterprise purchase price: EUR 4,775.0 million, after adjustments for non-debt liabilities.
  • Base purchase price: EUR 4,367.0 million, with interest accruing at 2.00% per annum through December 31, 2026 and 2.50% per annum thereafter until closing.
  • Estimated cash at closing: Approximately EUR 4,412.0 million, assuming a closing date of December 31, 2026.
  • Expected tax savings: Approximately EUR 371.0 million (net present value of expected intangible asset amortization over 15 years), resulting in an effective enterprise purchase price of EUR 4,404.0 million.
  • Break fee: EUR 250,000,000 payable by the Purchaser to the Sellers under specified termination conditions.
  • Long Stop Date: August 31, 2027, by which required closing conditions must be satisfied or waived.
  • Closing expected: By December 31, 2026, subject to merger control, foreign investment, and EU Foreign Subsidies Regulation clearances.

Madison Air Solutions Signs Agreement to Acquire ebm-papst Group

According to the filing, Madison Air Solutions Corporation (NYSE:MAIR), together with its wholly owned subsidiary Madison Air Solutions Germany GmbH acting as the Purchaser, entered into a Sale and Purchase Agreement on August 15, 2026 with three sellers: Sturm Beteiligungs-GmbH & Co. KG, Ziehl Beteiligungen GmbH & Co. KG, and Philippiak Holding GmbH. The agreement covers the acquisition of all issued and outstanding shares and limited partnership interests in four Target Companies: ebm-papst Mulfingen GmbH & Co. KGaA & Co. KG, ebm-papst Mulfingen GmbH & Co. KGaA, ebm-papst Finanzierungsgesellschaft mbH, and ebm-papst Verwaltungs GmbH, together with their direct and indirect subsidiaries. Madison Air Solutions Corporation will serve as the Purchaser's guarantor under the agreement.

The SPA employs a locked-box mechanism, with purchase price adjustments fixed by reference to the Group's audited balance sheet as of March 31, 2026, 24:00 hours (CET), which the filing designates as the "Economic Reference Date." The filing states that the base purchase price is subject to reduction on a Euro-for-Euro basis for any value transferred from the Group to the Sellers or their related parties between the Economic Reference Date and closing, referred to as "leakage," other than certain permitted payments. The SPA restricts the Sellers from taking specified actions during the pre-closing period without the Purchaser's written consent, including selling or encumbering the acquired interests, altering articles of association, changing share or partnership capital, and undertaking mergers, spin-offs, or wind-ups of any Target Company.

The closing is conditioned on receipt of all required merger control clearances, foreign investment control clearances, and European Commission clearance under the EU Foreign Subsidies Regulation. The filing also notes that concurrently with execution of the SPA, the company entered into an Equity Commitment Letter with Madison Solutions LLC, an entity affiliated with Larry Gies, the Chairman, though the filing text provided is truncated at that point. The SPA is filed as Exhibit 2.1 to the Current Report.

What Was Disclosed

Madison Air Solutions Corporation disclosed the execution of a Sale and Purchase Agreement to acquire the ebm-papst Group for an enterprise purchase price of EUR 4,775.0 million, with an estimated cash payment at closing of approximately EUR 4,412.0 million, subject to regulatory approvals and other closing conditions.