Key Takeaways
- • H.I.G. Capital is acquiring MISTRAS Group, a non-destructive testing and industrial inspection company, at an enterprise value of $866 million, valuing the business at 9.1x–9.5x adjusted EBITDA based on recent and trailing twelve-month performance.
- • MISTRAS generated $739 million in revenue and $95 million in adjusted EBITDA for the 12 months ended June 30, 2026, with primary revenue streams from oil and gas, refinery, pipeline, aerospace, defense, power generation, and infrastructure customers, with no single customer exceeding 10% of revenue.
- • The global non-destructive testing market is projected to grow from $15 billion in 2025 to $22 billion by 2030 at an 8.3% compound annual growth rate, driven by aging industrial infrastructure, regulatory inspection requirements, and recurring revenue characteristics tied to fixed maintenance schedules.
- • The transaction includes a 40-day go-shop period expiring end of October 2026, with MISTRAS owing a $27.5 million termination fee if it accepts a superior bid, while H.I.G. has committed a $49.9 million reverse termination fee, expected to close in late 2026 or early 2027.
- • H.I.G. is leveraging its industrial services platform strategy and prior experience with complementary businesses (JT Thorpe, USA DeBusk) serving the same refinery and chemical plant customer base, positioning MISTRAS as a scaled control investment in mission-critical inspection services.
Summary
H.I.G. Capital, the Miami-based private equity firm managing approximately $75 billion in capital, has agreed to take MISTRAS Group private at an enterprise value of approximately $866 million. MISTRAS, headquartered in Princeton Junction, New Jersey, is a non-destructive testing (NDT) and industrial inspection platform with approximately 4,800 employees, roughly two-thirds based in the United States. Founded in 1978 as Physical Acoustics by former AT&T Bell Laboratories researchers, the company went public in October 2009 and has since completed strategic acquisitions including Onstream Pipeline Inspection (2018, approximately $143 million) and New Century Software (2019).
The company operates across a diversified customer base in critical infrastructure sectors. MISTRAS uses ultrasound, radiography, and acoustic sensors to detect cracks, corrosion, and structural weaknesses in refinery vessels, pipelines, storage tanks, power plants, bridges, and aircraft components. Its portfolio includes the Physical Acoustics sensors brand, Plant Condition Management Software (PCMS) for asset condition tracking, and New Century Software for pipeline integrity data management. Oil and gas producers, refiners, and pipeline operators represent the largest revenue segment, followed by aerospace and defense, power generation, and infrastructure customers. Notably, no single customer accounts for more than 10% of revenue, providing revenue stability. For the 12 months ended June 30, 2026, MISTRAS reported revenue of $739 million and adjusted EBITDA of $95 million, equivalent to a 9.1x EBITDA multiple on the acquisition price. The prior full-year 2025 metrics showed $724 million in revenue and $91 million in adjusted EBITDA, or 9.5x the enterprise value.
The NDT market itself presents an attractive growth profile. According to MarketsandMarkets, global non-destructive testing and inspection spending reached approximately $15 billion in 2025 and is expected to reach $22 billion by 2030, representing an 8.3% compound annual growth rate. North America accounts for approximately $5.2 billion of current market demand. Growth drivers include aging pipelines, refineries, and bridges requiring inspection; fixed-schedule regulatory compliance requirements; and aerospace production standards demanding critical component inspection prior to deployment. The recurring nature of this work—as plant and equipment inspections are required regardless of economic cycles—provides counterbalance during downturns.
CEO Natalia Shuman, who assumed leadership in January 2025 after serving as North American head of Bureau Veritas and prior experience as group executive vice president at Eurofins Scientific, highlighted the transaction as validation of MISTRAS' Vision2030 transformation strategy focused on deepening customer service, expanding into high-growth end markets, and improving organizational efficiency. H.I.G. Managing Director Matt Gullen emphasized the firm's experience with complementary industrial services platforms, specifically referencing JT Thorpe (a refractory and fireproofing contractor acquired in 2022 and sold to Truelink Capital in August 2026) and USA DeBusk (an industrial cleaning and maintenance provider acquired in May 2024), which serve overlapping refinery and chemical plant customer bases. H.I.G. is making the investment through its Middle Market LBO Fund IV, which closed in September 2023 with $5.5 billion plus $450 million of co-investment capital.
The deal structure includes a 40-day go-shop period expiring at the end of October 2026, allowing MISTRAS to solicit and consider alternative proposals. If MISTRAS accepts a superior offer and terminates the H.I.G. agreement, the company would owe a $27.5 million termination fee. Conversely, H.I.G.'s reverse termination fee of $49.9 million reflects commitment to the transaction. Financial advisors include Baird for MISTRAS and Texas Capital Securities for H.I.G. The transaction is expected to close in late 2026 or early 2027. This acquisition reflects broader private equity activity in the NDT sector, following TDR Capital and I Squared Capital's acquisition of Spain's Applus Services (€1.65 billion, approximately $1.8 billion) in April 2024, GenNx360 Capital Partners' partnership with NVI in February 2026, and Stellex Capital's stake in TEAM in August 2026.
The company operates across a diversified customer base in critical infrastructure sectors. MISTRAS uses ultrasound, radiography, and acoustic sensors to detect cracks, corrosion, and structural weaknesses in refinery vessels, pipelines, storage tanks, power plants, bridges, and aircraft components. Its portfolio includes the Physical Acoustics sensors brand, Plant Condition Management Software (PCMS) for asset condition tracking, and New Century Software for pipeline integrity data management. Oil and gas producers, refiners, and pipeline operators represent the largest revenue segment, followed by aerospace and defense, power generation, and infrastructure customers. Notably, no single customer accounts for more than 10% of revenue, providing revenue stability. For the 12 months ended June 30, 2026, MISTRAS reported revenue of $739 million and adjusted EBITDA of $95 million, equivalent to a 9.1x EBITDA multiple on the acquisition price. The prior full-year 2025 metrics showed $724 million in revenue and $91 million in adjusted EBITDA, or 9.5x the enterprise value.
The NDT market itself presents an attractive growth profile. According to MarketsandMarkets, global non-destructive testing and inspection spending reached approximately $15 billion in 2025 and is expected to reach $22 billion by 2030, representing an 8.3% compound annual growth rate. North America accounts for approximately $5.2 billion of current market demand. Growth drivers include aging pipelines, refineries, and bridges requiring inspection; fixed-schedule regulatory compliance requirements; and aerospace production standards demanding critical component inspection prior to deployment. The recurring nature of this work—as plant and equipment inspections are required regardless of economic cycles—provides counterbalance during downturns.
CEO Natalia Shuman, who assumed leadership in January 2025 after serving as North American head of Bureau Veritas and prior experience as group executive vice president at Eurofins Scientific, highlighted the transaction as validation of MISTRAS' Vision2030 transformation strategy focused on deepening customer service, expanding into high-growth end markets, and improving organizational efficiency. H.I.G. Managing Director Matt Gullen emphasized the firm's experience with complementary industrial services platforms, specifically referencing JT Thorpe (a refractory and fireproofing contractor acquired in 2022 and sold to Truelink Capital in August 2026) and USA DeBusk (an industrial cleaning and maintenance provider acquired in May 2024), which serve overlapping refinery and chemical plant customer bases. H.I.G. is making the investment through its Middle Market LBO Fund IV, which closed in September 2023 with $5.5 billion plus $450 million of co-investment capital.
The deal structure includes a 40-day go-shop period expiring at the end of October 2026, allowing MISTRAS to solicit and consider alternative proposals. If MISTRAS accepts a superior offer and terminates the H.I.G. agreement, the company would owe a $27.5 million termination fee. Conversely, H.I.G.'s reverse termination fee of $49.9 million reflects commitment to the transaction. Financial advisors include Baird for MISTRAS and Texas Capital Securities for H.I.G. The transaction is expected to close in late 2026 or early 2027. This acquisition reflects broader private equity activity in the NDT sector, following TDR Capital and I Squared Capital's acquisition of Spain's Applus Services (€1.65 billion, approximately $1.8 billion) in April 2024, GenNx360 Capital Partners' partnership with NVI in February 2026, and Stellex Capital's stake in TEAM in August 2026.
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