Mistras Agrees to a $20.35-a-Share Cash Sale to H.I.G. Capital, With a 40-Day Go-Shop, a Half-Price Break Fee Inside It and 31% of the Vote Already Locked Up

by Maya Okafor · September 30, 2026

Deals & Listings Reporter, The SmallCap Signal

Mistras Group has agreed to be taken private by affiliates of H.I.G. Capital for $20.35 a share in cash, in a transaction the two sides value at an enterprise value of approximately $866 million including debt, according to a joint release dated Sept. 18 and furnished with Mistras's Form 8-K. The merger agreement itself was signed a day earlier, on Sept. 17, the 8-K says.

The premium the parties chose to state is modest and measured against averages rather than a closing price. The release says the purchase price "represents a premium of approximately 8% and 13% to the Company's 30 and 90-day volume-weighted average share price, respectively, for the period ended September 17, 2026," and adds that the price "is inclusive of 61% price appreciation since December 31, 2025." The company did not state a premium to its last closing price before the announcement.

Under the merger agreement, each Mistras share will convert into the right to receive $20.35 in cash without interest, with the usual carve-outs for treasury shares, shares held by the buyer and shares whose holders perfect Delaware appraisal rights, the 8-K says. Options, restricted stock units and performance units all cash out at the deal price, with performance awards deemed achieved at the greater of target and actual performance, according to the filing. Options struck at or above $20.35 are cancelled for nothing.

The buyer is a vehicle called Athena Purchaser, LLC, controlled by funds affiliated with H.I.G. Capital, a Miami-based firm that the release describes as having $75 billion of capital under management. H.I.G. Middle Market LBO Fund IV, L.P. has delivered an equity commitment letter and a limited guarantee covering, among other things, the buyer's termination fee, and the buyer has also obtained a debt commitment letter from unnamed financial institutions, the 8-K says. The merger is not subject to a financing condition.

The deal-protection package is where the detail matters. The agreement includes a 40-day go-shop that the release says expires at 11:59 p.m. Eastern Time on Oct. 27, 2026, during which the board and its financial adviser Baird may actively solicit competing proposals. The 8-K puts the company termination fee at approximately $27.5 million, and the merger agreement filed as Exhibit 2.1 states the exact figure as $27,514,109. If Mistras terminates to accept a superior proposal that surfaced during the go-shop period, "a reduced termination fee equal to 50% of the full Company Termination Fee will be payable," the 8-K says.

The reverse fee is larger. If Mistras terminates because of a willful and material breach by the buyer, or because the buyer fails to close when required, the buyer owes a termination fee of approximately $49.9 million, according to the 8-K; the merger agreement puts the exact figure at $49,869,322. Separately, the buyer is entitled to expense reimbursement of up to $7.0 million if it terminates because of a willful and material breach by Mistras.

A meaningful block of the vote is already spoken for. The release says H.I.G. affiliates have signed voting and support agreements with holders of approximately 31% of the common stock, and the 8-K identifies the signatories as each director and named executive officer plus certain other stockholders. Those agreements fall away if the merger agreement is validly terminated, at the outside date, or if the deal is amended to reduce or change the form of consideration, among other triggers, the filing says. Closing requires approval by holders of a majority of the outstanding shares, so the locked-up block gets the buyer roughly a third of the way there before any proxy is mailed.

The timetable runs longer than the headline suggests. The release says the transaction is expected to close in late 2026 or early 2027, subject to stockholder approval and required regulatory approvals; the 8-K specifies that those include expiration or termination of the Hart-Scott-Rodino waiting period. The merger agreement sets an initial outside date of June 17, 2027, which extends automatically to Sept. 15, 2027 if the only conditions left unsatisfied at that point are antitrust or other regulatory approvals, according to Exhibit 2.1.

Mistras, based in Princeton Junction, N.J., sells non-destructive testing, pipeline inspection, condition monitoring and laboratory testing services to oil and gas, aerospace and defense, power generation and infrastructure customers. Its most recent quarter, reported Aug. 10, showed revenue of $193.1 million, up 4.2%, GAAP net income of $7.6 million, or $0.23 a diluted share, and adjusted EBITDA of $25.8 million, a figure the company called a second-quarter record. In the same release the company raised its full-year 2026 guidance to revenue of $740.0 million to $755.0 million and adjusted EBITDA of $92.0 million to $95.0 million, and reported gross debt of $172.1 million and net debt of $150.1 million at June 30, with trailing leverage of 2.2x under its credit agreement, its lowest since 2018.

That guidance is the frame for the price. The parties do not state a multiple in the release. On the company's own numbers, an $866 million enterprise value against the midpoint of the $92 million to $95 million adjusted EBITDA guidance would be about 9.3x forward adjusted EBITDA; that is our arithmetic, using the release's enterprise value and the Aug. 10 guidance midpoint of $93.5 million, and it ignores any working-capital or cash adjustments the parties may have used.

Management is being paid to stay. The 8-K discloses cash retention bonuses approved on Sept. 17 for chief executive Natalia Shuman ($750,000), chief financial officer Edward Prajzner ($425,000), chief commercial officer Gennaro D'Alterio ($245,000) and chief operating officer Hani Hammad ($425,000), vesting half at closing and half a year later, with full acceleration on a termination without cause or a resignation for good reason.

Executive Chairman Manuel Stamatakis framed the sale as certainty of value: "Upon completion of the transaction, the agreement with H.I.G. would deliver immediate and certain cash value to stockholders," he said in the release. Shuman tied it to the company's Vision2030 plan, saying "H.I.G.'s confidence in our business validates the work we have done through our Vision2030 transformation to deepen the ways we serve our existing customers, expand into new, high-growth end markets and drive efficiency across our organization."

Baird is advising Mistras, with Morgan, Lewis & Bockius and Troutman Pepper Locke as counsel; Texas Capital Securities is advising H.I.G., with Kirkland & Ellis as counsel, the release says. Mistras's board approved the deal unanimously, and the stock will be delisted from the New York Stock Exchange at closing.

What comes next is the proxy. Mistras says it will file a preliminary proxy statement on Schedule 14A and then a definitive proxy for a special meeting whose date has not been announced. The company also says it does not intend to disclose developments in the go-shop unless the board decides disclosure is required or appropriate, so the first public signal of whether Baird found a competing bidder may be the definitive proxy itself. The identities of the debt financing sources and the size of the debt package are in commitment letters that were not filed with the 8-K, and the company has not published a closing-price premium.