H.I.G. Capital to Take MISTRAS Private at $20.35 a Share
Merger Pending
Company Background
MISTRAS Group is a Princeton Junction, New Jersey-based provider of technology-enabled industrial asset integrity and laboratory testing services, working across oil and gas, aerospace and defense, power generation, and infrastructure markets. It employs non-destructive testing, pipeline inspection, condition monitoring, and proprietary data analytics software to help industrial operators manage aging assets. Full-year 2025 revenue came in at $724 million with record adjusted EBITDA of $91.1 million, a 10.5% improvement from the prior year.
Management has spent recent years executing a restructuring it calls Vision2030, exiting unprofitable laboratory operations, shifting the customer mix toward higher-margin markets, and reducing overhead. The effort has produced four consecutive quarters of mid-single-digit revenue growth heading into the deal announcement: Q2 2026 revenue rose 4.2% to $193.1 million, adjusted EBITDA hit a second-quarter record of $25.8 million, and the company raised full-year 2026 guidance to $740–755 million in revenue and $92–95 million in adjusted EBITDA. The trailing leverage ratio stood at 2.2x as of June 30, 2026, its lowest since 2018.
The company's largest known blockholder is Stephanie Foglia, who controls approximately 21.72% of shares. On December 31, 2025, Foglia converted her beneficial ownership filing from a passive Schedule 13G to an activist Schedule 13D, a switch that reserves the right to engage with the board, acquire additional shares, or propose strategic alternatives.
What Was Disclosed
MISTRAS and affiliates of H.I.G. Capital signed an Agreement and Plan of Merger on September 17, 2026, under which Acquisition Sub — a wholly owned subsidiary of H.I.G.-controlled Athena Purchaser, LLC — will merge with and into MISTRAS, leaving the company as a wholly owned private subsidiary. Each outstanding share converts into $20.35 in cash without interest. Outstanding stock options with exercise prices below $20.35 will be cashed out at the spread; options at or above the merger price are cancelled for nothing. All restricted stock units and performance-based restricted stock units vest and convert into the right to receive $20.35 per underlying share, with performance metrics deemed achieved at the greater of target or actual performance as of the effective time.