H.I.G. Capital agreed to take the asset-protection company private at $20.35 a share. The board can solicit better offers until . Holders of roughly 31% of the stock have already agreed to support the signed deal.
MISTRAS Group entered into a definitive agreement to be acquired by affiliates of H.I.G. Capital for $20.35 per share in cash, an all-cash transaction implying an enterprise value of approximately $866 million including outstanding debt. Equity value was not disclosed.
The transaction was announced on . What makes it live today is the clock attached to it.
The go-shop
The agreement includes a 40-day go-shop period expiring at 11:59 p.m. Eastern Time on , during which the board, assisted by Baird, may actively initiate, solicit and consider alternative acquisition proposals from third parties. Terminating to accept a superior proposal requires payment of a termination fee to H.I.G. affiliates. The fee amount has not been disclosed.
The company has stated it does not intend to disclose go-shop developments unless the board determines that disclosure is required or appropriate, which means the process runs largely in the dark until it concludes.
The countervailing fact
The company also entered into voting and support agreements with holders of approximately 31% of its common stock. Those holders are not named.
Those two features pull against each other. A go-shop exists to test whether the signed price is the best available. A voting lock-up covering nearly a third of the register substantially raises the bar for any competing bidder, because a rival must either clear a price high enough to trigger the superior-proposal mechanism or accept that a large block is committed elsewhere.
That is the question worth asking of this deal: whether a go-shop can realistically produce a superior proposal when 31% of the shares are already spoken for.
The premium construction
The announcement gives premiums of approximately 8% and 13% to the company's 30-day and 90-day volume-weighted average share prices respectively, for the period ended . It separately notes that the price is inclusive of 61% share price appreciation since .
There is no one-day unaffected premium in the announcement, which is the figure most take-private announcements lead with.
Quoting to volume-weighted averages rather than to an unaffected close, while separately disclosing a 61% year-to-date run, is a presentation choice. Read one way, it is the honest framing for a stock that has already appreciated substantially, since an unaffected-close premium would understate what holders have earned. Read another way, an 8% premium to a 30-day average is a modest number for a control transaction, and the 61% figure does the work of making it look generous.
The structure
The board approved the transaction unanimously. There is no special committee and no majority-of-the-minority condition, which is standard for an arm's-length sponsor acquisition without an insider conflict. Closing is expected in late 2026 or early 2027, subject to stockholder approval and required regulatory approvals, with delisting from the New York Stock Exchange on completion.
Baird is financial adviser to the company and runs the go-shop. Morgan Lewis and Bockius and Troutman Pepper Locke are company counsel. Texas Capital Securities is H.I.G.'s financial adviser and Kirkland and Ellis is its counsel. H.I.G. is described as having $75 billion of capital under management, based on total capital raised by the firm and its affiliates.
What is not disclosed
Equity value and net debt. Any leverage, debt quantum, lender or financing structure. H.I.G.'s equity check and which fund is investing. Any valuation multiple or financial metric at all. Termination fee amounts, both during and after the go-shop, and any reverse termination fee. The outside date. The identity of the 31% supporting holders. And which regulatory approvals are required.
What to watch
. Only three calendar days have passed since the announcement. If a competing proposal emerges it will appear in the days immediately before the deadline, which is when auction dynamics concentrate. Absent one, the next milestone is the proxy statement and the shareholder vote.