MISTRAS Agrees to $866 Million H.I.G. Capital Takeover at $20.35 a Share

MISTRAS Group has agreed to be acquired by affiliates of H.I.G. Capital in an all-cash takeover with an enterprise value of about $866 million, including outstanding debt. MISTRAS shareholders would receive $20.35 in cash for each share they own if the acquisition closes.

The price is about 8% above MISTRAS’ 30-day volume-weighted average share price and 13% above its 90-day average through September 17, according to the company. MISTRAS also noted that its shares had appreciated 61% since December 31, 2025 before the proposed sale was announced, meaning H.I.G.’s offer comes after a sizeable advance in the stock rather than after a prolonged decline.

MISTRAS’ board unanimously approved the agreement, the company said in its September 18 announcement. The proposed acquisition still requires approval from MISTRAS shareholders and the required regulatory clearances. The parties expect closing in late 2026 or early 2027.

MISTRAS gets 40 days to seek a better offer

The agreement gives MISTRAS a 40-day go-shop period that runs until 11:59 p.m. Eastern Time on October 27. During that window, the board and financial adviser Baird may actively solicit and consider alternative acquisition proposals from other parties. That provision leaves open the possibility that another buyer could approach MISTRAS before the deadline.

If the board determines that another proposal is superior, MISTRAS can terminate its agreement with H.I.G. subject to a termination fee and the other conditions in the definitive agreement. The company’s public announcement did not disclose the amount of that fee. MISTRAS also cautioned that there is no assurance the go-shop process will produce a competing proposal or another completed sale.

H.I.G. affiliates have already entered voting and support agreements with holders of about 31% of MISTRAS common stock. Those shareholders have agreed to vote their shares in favor of the H.I.G. acquisition. The support agreements give the buyer a meaningful committed voting block, but shareholder approval remains a closing condition.

The proposed $866 million enterprise value is not the same as the cash that will be paid solely for MISTRAS equity because the stated figure includes outstanding debt. The $20.35 per-share amount defines what holders of MISTRAS common stock would receive, while the enterprise-value figure reflects the broader value of the operating business including its debt position.

H.I.G. is buying MISTRAS as profitability improves

The takeover follows a period of improving operating results at MISTRAS. For the second quarter of 2026, the company reported revenue of $193.1 million, up 4.2% from a year earlier. Operating income rose 53.6% to $12.9 million, while GAAP net income increased to $7.6 million, or $0.23 per diluted share. Adjusted EBITDA, a non-GAAP measure, rose 7% to $25.8 million.

For the first six months of the year, revenue increased 4.4% to $362.2 million and GAAP net income attributable to MISTRAS reached about $10.0 million, compared with a small loss in the first half of 2025. The company said growth in infrastructure, power generation and aerospace and defense helped offset weaker activity in parts of its oil and gas business.

MISTRAS had $172.1 million of gross debt and $22.0 million of cash and cash equivalents at June 30, producing company-defined net debt of $150.1 million. Its credit-agreement leverage ratio stood at 2.2 times, which MISTRAS said was its lowest level since 2018. Before the H.I.G. agreement, management had been targeting leverage of about 2 times by the end of 2026 while continuing to invest in higher-growth areas.

The company has been reshaping its mix under its Vision2030 plan, with greater emphasis on aerospace and defense, infrastructure, power, laboratory testing and technology-enabled inspection services. Recent initiatives have included expanding laboratory capacity, opening additional U.S. service locations and increasing investment in artificial intelligence and digital tools for asset integrity work.

H.I.G. brings a broad private-market platform to that strategy. The firm says on its official website that it has about $75 billion of capital under management and invests across private equity, growth equity, credit, real estate and infrastructure. Its private equity activity focuses on middle-market companies, a segment that fits MISTRAS’ size and industrial-services profile.

MISTRAS serves customers in oil and gas, aerospace and defense, industrials, power generation and transmission, infrastructure, engineering and research. Its services include nondestructive testing, pipeline inspection, condition monitoring, maintenance planning and specialized engineering. H.I.G. Managing Director Matt Gullen said the buyer sees value in MISTRAS’ technical expertise, customer relationships and role supporting mission-critical industrial operations.

Closing would take MISTRAS off the NYSE

If the acquisition is completed, MISTRAS common stock will no longer be listed on the New York Stock Exchange. Shareholders would receive the agreed cash consideration rather than continuing as owners of the privately held business. Until closing, MISTRAS remains a public company and the deal remains subject to the stated conditions.

Baird is serving as financial adviser to MISTRAS. Morgan, Lewis & Bockius and Troutman Pepper Locke are serving as its legal counsel. Texas Capital Securities is advising H.I.G., while Kirkland & Ellis is acting as H.I.G.’s legal counsel.

The first near-term milestone is the October 27 expiration of the go-shop period. If no superior proposal emerges, attention will shift to the MISTRAS shareholder vote, regulatory approvals and the remaining closing conditions. The company currently expects the H.I.G. acquisition to close in late 2026 or early 2027.