XML 28 R15.htm IDEA: XBRL DOCUMENT v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On April 17, 2026, the Corporation completed its IPO of 95,096,154 shares of Class A common stock, which includes shares issued after the underwriters fully exercised their option to purchase additional shares, at an offering price of $27.00 per share. In addition, the Company issued 3,703,704 shares of Class B common stock under a concurrent private placement at a price of $27.00 per share. The Company received net proceeds from the IPO and concurrent private placement of $2,584.2 after deducting underwriting discounts and commissions (prior to deducting offering related expenses). Proceeds from the IPO and private placement, together with $77.1 of cash on hand, were used to repay $2,661.2 of outstanding borrowings under the Initial Term Loan Facility and Incremental Term Loan Facility, consisting of $2,425.7 of principal and $35.5 of accrued interest on our Initial Term Loan and $158.4 of principal and $41.6 of accrued interest on our Incremental Term Loan.
Organizational Transactions. Prior to the consummation of the IPO, the Corporation engaged in a series of organizational transactions (the “Organizational Transactions”), including (i) a spin-off of MIAQ Solutions from Madison Industries International Holdings LLC ("Madison Industries International") whereby ownership interests in MIAQ Solutions were distributed up through Madison Industries US Holdings Corporation ("Madison Industries US") and Madison Industries International to Madison Industries Holdings LLC ("Holdings"), which then contributed such ownership interests in MIAQ Solutions to Madison Air Solutions Corporation in exchange for shares of the Corporation’s Class B common stock and, as a result, MIAQ Solutions became a wholly owned subsidiary of the Corporation and (ii) certain holders of non-controlling interests in intermediary holding entities between MIAQ Solutions and Madison Indoor Air Solutions LLC ("Madison IAS") engaged in a series of transactions that resulted in such holders of non-controlling interests receiving shares of the Corporation’s Class A common stock in exchange for their respective non-controlling interests in the intermediary holding entities and, as a result, each entity in the chain below the Corporation became a wholly owned subsidiary thereof.
In connection with the consummation of the IPO, the following transactions took place:
the Corporation entered into the Separation Agreement with Holdings, Madison Industries International and Madison Industries US, which sets forth the Corporation’s agreements with Holdings, Madison Industries
International and Madison Industries US regarding the principal actions taken in connection with the Organizational Transactions;
the Corporation entered into the Tax Matters Agreement with Madison Industries International which sets forth the Corporation’s agreements with Madison Industries International with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns;
the Corporation entered into the Transition Services Agreement with Madison Industries International, pursuant to which Madison Industries International agreed to continue to provide the Corporation with certain services that were historically provided by Holdings, including tax compliance and reporting services and other miscellaneous services as may be requested, for a transitional period in exchange for the fees specified in the Transition Services Agreement;
Madison Industries US distributed 100% of the outstanding equity interests in MIAQ Solutions to Madison Industries International;
Madison Industries International distributed the equity interests in MIAQ Solutions received from Madison Industries US to Holdings, resulting in Holdings owning 100% of the outstanding equity interests in MIAQ Solutions;
Holdings contributed the equity interests in MIAQ Solutions received from Madison Industries International to the Corporation in exchange for shares of our Class B common stock, resulting in (i) the Corporation owning 100% of the outstanding equity interests in MIAQ Solutions and (ii) Holdings owning 100% of the Corporation’s issued and outstanding shares of Class B common stock;
Immediately following Holdings’ contribution of the equity interests in MIAQ Solutions received from Madison Industries International to the Corporation in exchange for shares of Class B common stock, the Corporation cancelled the 1,000 shares of Class A common stock previously issued to Holdings for no consideration;
K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP contributed their LLC units of Madison IAQ Holdings LLC ("IAQ Holdings") to the Corporation in exchange for shares of Class A common stock;
certain unaffiliated institutional investors (the "IAQ Holdings II Investors") contributed their LLC units of Madison IAQ Holdings II LLC ("IAQ Holdings II") to the Corporation in exchange for shares of Class A common stock;
Holdings formed Co-Investors LLC, a Delaware limited liability company;
certain unaffiliated investors (the "IAQ Holdings III Investors") contributed their LLC units of Madison IAQ Holdings III LLC ("IAQ Holdings III") to the Corporation in exchange for shares of Class A common stock, and then immediately contributed such shares of Class A common stock to Co-Investors LLC;
the Corporation formed MIAS Merger Sub, LLC, a Delaware limited liability company;
MIAS Merger Sub, LLC merged with and into Madison IAS, with Madison IAS as the surviving entity in the merger. As a result of the merger of MIAS Merger Sub, LLC with and into Madison IAS, the interests held by certain of our executive officers and other current and former employees and consultants (the "Madison IAS Investors") were converted into shares of Class A common stock;
holders of unvested EAR awards at Madison IAS received EAR units, with such EAR units subject to the same vesting terms as the underlying unvested EAR award. Upon vesting, each EAR unit will convert into one share of Class A common stock; and
the Corporation contributed the equity interests in IAQ Holdings, IAQ Holdings II and IAQ Holdings III to MIAQ Solutions, IAQ Holdings and IAQ Holdings II, respectively, resulting in each subsidiary being wholly owned by its direct parent entity.
Madison Air Solutions Corporation 2026 Omnibus Incentive Plan. Following the completion of the IPO, the Company adopted the Madison Air Solutions Corporation 2026 Omnibus Incentive Plan (the “2026 Plan”) for employees, consultants and directors. The 2026 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, stock awards, dividend equivalents, other stock-based awards (including equity appreciation rights granted pursuant to the EAR Plan), cash awards and substitute awards intended to align the interests of employees and other service providers with those of our stockholders.
Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2026 Plan, 44,003,369 shares of Class A common stock (the “Share Reserve”) are initially reserved for issuance pursuant to awards under the 2026 Plan. The total number of shares reserved for issuance under the 2026 Plan will be increased annually on January 1 of each calendar year from and including 2027 through January 1, 2036, by the lesser of (i) 1.50% of the aggregate number of shares of Class A common stock and Class B common stock, outstanding on December 31 of the immediately preceding calendar year and (ii) the number of shares of Class A common stock as is determined by the Board of Directors. Shares of Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the 2026 Plan.