Conference call to discuss the acquisition of ebm-papst. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be a question-and-answer session. Please be advised that today's call is being recorded. I will now turn the call over to Steve Low- Tufo, Senior Vice President, Investor Relations. Please go ahead.
Great. Drew, thank you. Good morning, everyone, and thank you for joining us today on relatively short notice. Joining me today are Jill Wyant, President and Chief Executive Officer, and JJ Foley, Chief Financial Officer. Jill will begin with the strategic rationale of the transaction and an overview of ebm-papst. JJ will then walk through the transaction terms, financial impact, synergy opportunity, and our deleveraging plan. Jill will close with the key takeaways before we open the call up for Q and A. Before we begin, I would like to remind everyone that certain statements on this call are forward-looking in nature and are subject to risks and uncertainties that could cause actual results to differ materially. For information concerning these risks, please see Madison Air's recent SEC filings. We undertake no obligation to update these statements as a result of new information or future events.
We will also refer to certain other non-GAAP financial measures. You can find calculations and a reconciliation of these measures to the most closely comparable GAAP measures in the press release and presentation accompanying this call, and in the supplemental information as applicable, which can be found in the Investor Relations section of our website at madisonair.com. With that, I will turn the call over to Jill.
Thank you, Steve. Good morning, everyone, and thank you for joining us today. I will start on slide three. Today is an important day for Madison Air. We have signed an agreement to acquire ebm-papst, a company we have known, respected, and worked with for many years. We believe this is a rare opportunity to synergistically bring together two highly complementary businesses with outstanding technology, deep customer relationships, and a shared commitment to innovation and engineering excellence. At Madison Air, our strategy is built around three core strengths that work together to deliver better air, stronger customer outcomes, and attractive long-term returns. The first is Return on Air, our approach to helping customers achieve important business outcomes across mission-critical environments. The second is leadership in attractive growth markets, where air directly impacts performance, reliability, efficiency, and productivity.
The third is our unique value creation model, designed to deliver sustainable, profitable growth and strong cash flow. We believe ebm-papst strengthens all three. Its differentiated integrated airflow technology further strengthens our Return on Air capabilities. It broadens our ability to scale in mission-critical applications and attractive growth markets. It gives us another strong platform where we can apply our commercial capabilities, operating discipline, and 80/20 approach to accelerate value creation. In short, this transaction is an acceleration of what we planned and communicated we would do. ebm-papst is highly aligned with who we are, where we compete, and how we create value. Please turn to slide four. This slide shows the repeatable framework we use to create value. We focus on resilient end markets with structural tailwinds.
We work to outperform those markets through Return on Air, our approach to helping customers achieve better business outcomes through better air, differentiated innovation, value-based solutions, and trusted partnerships. We drive performance through Madison Air Execution Excellence, or MAXX, powered by 80/20, and we allocate capital with discipline, investing in our people, organic growth, and targeted M&A where we see a compelling strategic fit and attractive returns. We have achieved strong organic growth while expanding our platform by successfully investing approximately $8 billion in M&A investments over time. Our approach has been very consistent. Add differentiated technology, further strengthen our channel and customer positions, expand capabilities in attractive end markets, and then apply our operating model to compound growth and cash flow. ebm-papst is a top acquisition priority for us because it aligns exceptionally well with our approach.
As a long-standing customer, we know the business well and have a deep appreciation for ebm-papst technology, custom and semi-custom engineering expertise, innovation, and customer focus. We also have great respect for the people and culture that have driven its success. Please turn to slide five, which highlights the ways in which we believe ebm-papst advances our strategy and drives value creation. First, ebm-papst extends our ability to deliver Return on Air, helping customers achieve better business outcomes through better air. Its high-performance integrated airflow technology helps improve efficiency, performance, reliability, and lifecycle economics in demanding applications where air directly impacts results. Integrated fans are the enabler. Fans are the enabler of nearly every airflow system we serve and are often a limiting factor in overall system performance, efficiency, and cost. As a result, better fans and integrated system design translate into tangible Return on Air outcomes.
While a fan typically accounts for less than 10% of upfront system capital cost, energy consumption represents up to 80% of total cost of ownership over the life of the system, creating significant opportunities to improve customer outcomes. Reliability for our customers is absolutely essential. If airflow or air quality is an issue in a customer's hospital, semiconductor fabrication facility, data center, or advanced manufacturing facility, it means downtime and millions of dollars at risk. Better fans enable tangible Return on Air outcomes for customers. Second, the technology is highly complementary to our capabilities. ebm-papst is a pioneer in integrated electronically commutated, or EC, fan and motor systems. EC fans combine highly efficient motors with intelligent controls to automatically adjust airflow based on demand, delivering precise, reliable, energy-efficient performance at lower noise levels.
We believe the EC fan market is growing because it benefits from several durable secular trends: energy efficiency, increasingly stringent regulations, smart building adoption, and the need for reliable airflow in mission-critical environments. ebm-papst brings industry-leading EC fan technology, while Madison Air brings deep application expertise. Together, we believe we can help customers solve complex air quality and energy efficiency challenges and create better outcomes through highly engineered custom and semi-custom solutions. Third, the combination makes us an even stronger partner to leading customers, including global OEMs. ebm-papst products are specified early in the HVAC/R design process, and like Madison Air, they've built trusted relationships in demanding environments. Together, we believe we can engage earlier, partner more strategically with customers on innovation, and support them more completely across the product lifecycle, from design to replacement and aftermarket support. Fourth, it expands our customer sales opportunities in multiple ways.
The transaction nearly doubles our addressable market, adds a large installed base, and almost doubles our direct channel presence. We also see significant opportunities to accelerate growth through cross-selling, aftermarket expansion, and the greater scale of our combined go-to-market capabilities. Fifth, we see significant value creation potential. We expect to realize approximately $160 million of annual run rate cost synergies by the end of the third year following closing. Importantly, that synergy target does not include the additional revenue upside we see from customer, channel, and technology opportunities. Sixth, the transaction is expected to be accretive to adjusted EPS in the full first year following close, and we believe it will enhance our long-term growth algorithm, in addition to the synergies mentioned. The combination of strategic fit, earnings accretion, and compounding value creation is what makes ebm-papst such a compelling opportunity for Madison Air.
Please turn to slide six. e bm-papst is a global leader in high-performance airflow technology, operating in approximately 40 countries. Headquartered in Mulfingen, Germany, and founded in 1963, the company has built a global reputation for engineering excellence and for collaborating with customers at the design phase to develop highly engineered custom and semi-custom solutions for demanding applications. That engineering capability is reflected in the integrated nature of ebm-papst solutions. Its technology helps customers manage power fluctuations, address harmonics, and improve system performance, which are all increasingly important as air systems become more complex and performance requirements rise. ebm-papst is expected to generate approximately $2.8 billion of revenue and approximately $343 million of adjusted EBITDA in 2026. The ebm-papst customer base is both high quality and diversified, with approximately 92% direct-to-customer sales to leading global customers.
The top 50 customers represent approximately 47% of 2025 sales, and no single customer accounts for more than roughly 4% of revenue. Those relationships are built on technology, reliability, and the ability to solve difficult engineering problems. The end market exposure is also very attractive. ebm-papst serves mission-critical air quality, cooling, and industrial process applications, including hospitals and healthcare, data centers, advanced manufacturing, clean rooms, pharmaceutical and laboratory environments. These markets benefit from powerful tailwinds around energy efficiency, reliability, and uptime, and they are exactly the kind of environments where Return on Air matters most. Please turn to slide seven. The acquisition strengthens the durability and resilience of Madison Air's long-term growth profile in several ways. At its core, we are bringing together the engineering and application expertise of two great companies to create more value for customers and expand our opportunity to grow with them over time.
It expands our addressable market by approximately $30 billion, from about $40 billion today to approximately $70 billion pro forma. It also nearly doubles our direct channel presence, creating additional opportunities to grow with customers through deeper design engagement, specification influence, and lifecycle support. Commercial exposure will increase to roughly 72% of the combined company. With an installed base of more than 250 million fans with ebm-papst Air Technology business, we see an opportunity to strengthen customer relationships through replacement, retrofit, service, and optimization over time. This further enhances the aftermarket business we have been intentionally building across Madison Air and supports a more durable, recurring lifecycle revenue stream. The combination also broadens our global footprint and customer reach. Madison Air brings strong positions in North America, while ebm-papst brings established positions in Europe and Asia.
We believe that combined footprint gives us more ways to win with leading customers across a larger global platform. Please turn to slide eight. The strategic benefits become very tangible when you look at the customer outcomes ebm-papst integrated solutions can deliver. In hospitals, precise control of airflow, temperature, humidity, and air cleanliness is essential for patient safety, infection control, and the continuous operation of critical spaces such as operating rooms. By combining Madison Air's air handling expertise with ebm-papst EC fan technology, healthcare facilities can reduce ventilation energy consumption by up to 65% while maintaining critical operating room airflow requirements. Reliable uniform airflow enhances air quality and infection control while supporting uninterrupted operations. In data centers, air directly impacts uptime. When a single minute of downtime costs up to $9,000, customers depend on precise, reliable cooling to protect critical infrastructure.
By combining Madison Air's air, liquid, and hybrid cooling expertise with ebm-papst high performance EC fan technology and controls, customers can optimize cooling performance as IT loads change dynamically in real time. In retrofit applications, EC fan upgrades have delivered energy savings of up to 60% while maintaining required cooling performance. This is Return on Air in action, better efficiency, reliability, uptime, and lifecycle economics. As data center architectures evolve, we believe the combination positions us well to innovate and create more value across the customer's cooling ecosystem over time. Please turn to slide nine. Another excellent example of how this combination strengthens our ability to serve demanding customers in mission-critical environments is semiconductor manufacturing. A modern semiconductor wafer may take more than 1,000 process steps and up to three months to manufacture, making quality and uptime paramount.
These facilities require ultra-pure air up to 100,000 times cleaner than a typical hospital operating room, delivered in a precise, stable flow that protects sensitive processes from particles, turbulence, and vibration. When a single defective wafer or an hour of lost production can cost millions of dollars, air directly impacts business outcomes. Today, Nortek Air Solutions provides the highly engineered ceiling grid, filtration, recirculation, and air handling systems that make these environments possible. ebm-papst strengthens our ability to deliver those outcomes. Its EC fan technology and AI-enabled design capabilities complement the Nortek Air Solutions Design Assistant, or NASDA, allowing engineers to configure, virtually simulate, and optimize fan performance earlier in the process. By bringing air handling and fan expertise together, we can design more stable and efficient systems from the start, helping customers improve efficiency, enhance reliability, and achieve better lifecycle performance.
Beyond the engineering benefits, the combination also strengthens our path to market and expands our participation across the customer lifecycle. By bringing ebm-papst EC fan technology and design capabilities together with our applications expertise, customer relationships, and reach, we can engage customers earlier in the design process while creating additional opportunities for cross-selling, retrofits, upgrades, replacement components, monitoring, and service support. The result is a stronger customer value proposition and more ways to create value over the life of the asset. With that, I'll turn the call over to JJ to walk through the transaction and financial profile.
Thank you, Jill, and good morning, everyone. Please turn to slide 10. We are acquiring ebm-papst at a total enterprise value of $5.8 billion, which includes approximately $375 million of non-interest-bearing operating liabilities that have been negotiated as a price reduction. To that end, our enterprise purchase price is $5.4 billion or $5 billion net of expected future tax savings. This $5 billion effective enterprise purchase price, or what we are paying, equates to 14.6 x ebm-papst's forecasted 2026 EBITDA or 10x including expected cost synergies. ebm-papst is expected to generate approximately $2.8 billion of revenue and approximately $343 million of adjusted EBITDA in 2026. We expect to realize approximately $160 million annual run rate cost synergies by the end of the third year following closing.
This acquisition is anticipated to yield at least low single-digit accretion to adjusted EPS in year one, which excludes amortization of intangibles. This accretion should further accelerate to low double digits in year two as the base business grows and we realize additional synergies. The transaction is 100% cash consideration, which we intend to finance through a combination of cash on hand, debt, and equity. For the equity portion, we have the full support from Larry Gies' Madison Air Solutions. We expect net leverage to be less than 4x at close on a trailing 12-month basis, and we anticipate closing around year-end. On slide 11, we've outlined how the transaction reinforces the durability of Madison Air's long-term growth algorithm.
For the estimated full-year of 2026, pro forma revenue is approximately $6.65 billion, and adjusted EBITDA is approximately $1.39 billion before synergies, giving us a broader earnings base and more avenues to compound growth over time. The transaction reinforces the durability of our long-term growth algorithm, and we continue to target mid-single-digit annual revenue growth and high single-digit annual adjusted EBITDA growth. We have multiple levers to drive that outcome, including 80/20 discipline, innovation, and expansion of service and aftermarket revenues. We also have a meaningful opportunity to improve profitability over time across the combined company. We have deployed a proven margin playbook across Madison Air, and we see a clear path to apply those same principles while continuing to invest in technologies, capabilities, and customer relationships that have made ebm-papst a high-quality business.
Adding organic growth consistent with our stated algorithm to our cost synergy commitments would compound cumulative ebm-papst EBITDA growth up to 60% over the next three-year period. That visibility of growth now and into the future underpins our confidence in this acquisition. Now please turn to slide 12. We've identified approximately $160 million of annual run rate cost synergies that we expect to realize by the end of the third year after close, with approximately $40 million in the first 12 months. The opportunities are concentrated in areas we know well. In COGS, we see opportunities to realize synergies through direct materials and the combined purchasing power of the combined company, VAVE methodologies, and product optimization with 80/20 and freight. We also expect to realize OpEx synergies through operating leverage, simplification, and scale benefits, allowing us to focus more on growth.
These are tangible work streams that fit squarely within our 80/20 operating model. The cost synergy target does not capture the full potential upside. We also see meaningful commercial opportunity from channel leverage, cross-selling, customer access, innovation, digital collaboration, as well as aftermarket expansion, particularly as we help ebm-papst accelerate their growth ambitions in North America. Our approach to synergies will be disciplined and customer-first, maintaining excellent customer service, supporting the ebm-papst team and culture, and maintaining clear accountability for delivering the plan. Now please turn to slide 13. Our confidence in the opportunity is grounded in experience. Across Madison Air, we've materially expanded margins after acquisitions by applying a consistent margin playbook that includes value-based selling, innovation, volume leverage, 80/20, and growth in services and aftermarket. The case studies on this page illustrate that track record.
Since acquisition, we've expanded adjusted EBITDA margins approximately 500 basis points at Broan-NuTone, approximately 975 basis points at Therma-Stor, and approximately 1,700 basis points for the Specified Air group. Notably, we were able to capture the majority of those gains within the first three years of ownership, and more than half of those gains were above the gross margin line. ebm-papst starts at approximately 12% adjusted EBITDA margin. We're not assuming that every business follows the same path or same timetable, but our experience gives us the confidence in the levers available and the ultimate rewards in applying our proven playbook. As Jill said, as we think about acquisitions as transitions, we preserve what makes a strong business successful, and then we add focus, capabilities, and resources that accelerate growth, margin expansion, and cash flow generation.
Turning to slide 14, I'd like to address the balance sheet, which we know will be an important area of focus for investors. Of note, on a standalone basis, Madison Air is on track to less than 2.5x in 2026. We expect pro forma net leverage of less than 4x at close. Following the transaction, our near-term capital allocation will be a focus on delevering while continuing to invest in growth. We expect to delever to approximately 2.5x on a trailing 12-month basis two years after closing. The drivers are straightforward, and it includes earnings growth and realization of cost synergies, as well as strong free cash flow generation.
We also expect to improve free cash flow generation at ebm-papst as we apply 80/20 principles to focus resources efficiently on the highest value opportunities while continuing to invest behind innovation and high return organic growth opportunities. Madison Air has a strong track record of converting earnings into cash and reducing leverage following acquisitions. We've demonstrated that discipline repeatedly, including following the recent acquisition of AprilAire in May of 2025, and we expect the same approach here. We view the financial profile as compelling with adjusted EPS accretion in the first year, significant cost savings with additional commercial upside and a clear margin expansion opportunity, as well as a disciplined path back to our less than 2.5 x longer term leverage target. With that, I'll turn the call back over to Jill.
Thank you, JJ. As we wrap up, I would leave you with three key messages. First, ebm-papst strengthens what differentiates Madison Air: Return on Air. Fans are the enabler. Integrated EC fans sit at the heart of the airflow systems we serve and are a critical driver of performance, efficiency, reliability, and life cycle cost. By combining ebm-papst industry-leading EC fan technology with Madison Air's application expertise, we can help customers unlock even greater value, improve performance, reduce energy consumption, and protect critical assets and infrastructure. It also expands our role at the design stage, enabling us to optimize complete systems and drive customer benefits across the product life cycle, from specification and installation through service, retrofit, and aftermarket support. Second, ebm-papst extends our leadership in growth markets.
The acquisition expands our addressable market by approximately $30 billion, reinforces our position in mission- critical applications, and broadens our customer and channel reach. It also increases our exposure to long-term infrastructure and electrification trends, creating additional opportunities to accelerate growth in markets with strong secular tailwinds. Beyond the initial sale, the acquisition adds a significant installed base, creating a recurring opportunity for service, retrofit, and aftermarket growth that we believe can become an increasingly important contributor to value creation over time. Finally, it is powered by our unique value creation model. We see significant cost synergies with additional upside from commercial opportunities and a clear path to accelerate performance through 80/20. The transaction is expected to be earnings accretive in the first full-year while reinforcing the durability and resilience of our long-term growth algorithm. Importantly, we know this company well.
As a longstanding customer, we have deep respect for ebm-papst people, culture, technology, and customer relationships. Our approach is to preserve what makes a strong business special while adding the focus, capabilities, and resources to accelerate growth. We're excited about what we can build together, and we're ready to execute. Our priorities are clear: serve customers without disruption, support the ebm-papst team, execute our growth strategy, integration, and deleveraging commitments, and create value for all stakeholders. At Madison Air, our mission is to make the world safer, healthier, and more productive through the power of better air. ebm-papst strengthens our ability to deliver on that mission and to create even greater value for customers and shareholders. We look forward to welcoming the ebm-papst team to Madison Air. Thank you for joining us. Now, Drew, we'd love to open the call for questions. Thank you.
Thank you. We will now begin the question and answer session. To allow as many participants as possible the opportunity to ask questions, please limit yourself to one question. To ask a question, you may press star then one on your touch-tone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question comes from Nigel Coe with Wolfe Research. Please go ahead.
Thanks. Good morning.
Morning, Nigel.
Yeah, congratulations. Thanks for the question. I would be curious if you could maybe just talk about the historical growth profile for ebm-papst and what is in the plan for the next several years, and the same thing with margins as well. How has that 12.5% looked over time? I know it is only one question, but you have five points of cost synergies in the plan. Where do you think margins can be for this business? It is a slightly different business to your current portfolio, but I am just curious, do you see a pathway to 20%+ margins over time?
Thank you for the questions, Nigel. I will take growth, then I will tag team it with JJ on the margin. In terms of the historic growth of ebm-papst, first to zoom back up, in the last few years ebm-papst exited a few business lines, non-core business lines, industrial drives, automotive, and home appliance sectors. I think those exits or de-focus areas comprise about 6%-8% of 2025 growth, and that sort of impacted the overall sales growth picture. But when you adjust for that strategic streamlining, the core ongoing business, really their Air Technology business, showed historic growth rates in the mid-single digit plus ZIP code, which is very consistent with our long-term growth algo. That performance across ebm-papst, the core business, excluding those strategically streamlined components, dates back more than a decade.
We think, as both JJ and I noted in the prepared remarks, that this really strengthens and reaffirms the Madison Air long-term growth algo.
On margins as you think about it, Nigel, ebm-papst at about 12% today. The $160 million of run rate cost synergies will accrete to both Madison Air and ebm-papst. But if you just accreted them to ebm-papst, you are probably looking at about 18% adjusted EBITDA margin for that business. I think if you step back, overall, we are talking about a 6% of call it the target revenue. We feel comfortable with that number. As you look at the combined business, we are probably approaching 25% adjusted EBITDA in year three. So feel good about the ability to get margins up, like the technology, and excited to get in and get after the synergy realization here.
Thank you. Our next question comes from Deane Dray with RBC Capital Markets. Please go ahead.
Thank you. Good morning, everyone.
Hi, Deane. Good morning.
Morning.
Hey, this looks like a really good fit, and it is a classical vertical integration move. Just some questions related to the sizing of how big is Madison Air for ebm-papst today. You said that their largest customer is 4%. Is that you? How much of this business is EC technology specified or influenced? That is interesting. Then just lastly, are you going to be supplying as a supplier of this technology to your competitors now as an owner of ebm-papst? Thanks.
Thanks for the questions, Deane. First of all, we are not customer number one. We are not that below 4% customer. We are less than $100 million. So that is that piece. We love the ECM fan space because it is the fastest-growing piece of that $30 billion TAM, and it really sits at the intersection of some great strong secular trends. Things like rising energy prices, the push particularly in the daily headlines around the need for energy efficiency, really the move of all HVAC/R systems really almost across the board in that direction, and frankly, the advent of smart buildings. So whether it is integration into a BMS, whether it is predictive maintenance programs, IoT platforms, or proactive energy management systems, you need an EC fan to integrate and do those sorts of things.
So we really like the technology. As far as the customers of ebm-papst today, agree, very important question.
And with this acquisition, as with every acquisition we have ever done, we are very focused on maintaining the trust that ebm-papst has built with its global OEM customers. If you zoom out and remember dating back pre-IPO throughout the roadshow to today, Madison Air is a $40 billion TAM, very distinct and complementary from traditional HVAC. We do not materially compete head-to-head with these guys, the big, large global HVAC players. In actuality, this is not our first. We have made several acquisitions in the past that have sold to global OEMs, and we continue to white label for them. We partner with them, we innovate for them, and we aspire to ensure that our operating system and our focus on innovation and R&D and the like gives them better service.
ebm-papst will continue to serve its OEM customers as a trusted partner, and we are very committed as we have been on every acquisition we have done, this not being our first, where OEMs are customers, committed to supporting those relationships and helping them succeed.
Thank you. The next question comes from Andy Kaplowitz with Citigroup. Please go ahead.
Morning.
Hey, good morning, everyone.
Hi, Andy.
Morning, Andy.
Hi. Jill, maybe just a little more color on how the deal came together, given the long-term relationship you've had with ebm-papst. JJ, can you give more color into how you're going to fund the deal? I think you mentioned cash, debt, and equity. Obviously, you'll have decent leverage when the deal closes. You mentioned the focus on de-levering quickly. What are the conditions for using equity?
Yeah. I'll take the how it came together, and then, once again, we'll tag team with JJ. Thanks for the questions, Andy. As I noted, the fan is really the enabler of every HVAC/R system, which is why for the board and the management team and me, expanding our capabilities in this space has been a strategic priority for a long while. It has always been on our list, so to speak. When you are taking an EC fan or a fan that is less than 10% of upfront cost but drives 80% life cycle economics in settings where reliability and quality and energy efficiency and sound profiles are incredibly important. When these technologies are specified into designs early, that customer or partner is choosing a lifelong technology companion. They're not bolting in a widget. That's why we've always loved this space.
It is truly the enabler of everything HVAC, and I think tucks nicely under our Return on Air strategy, as we discussed. Obviously, as he always is, Larry Gies has been a tremendous partner throughout the process. He has invested significant time over many, many years. As he always does so beautifully, building relationships across the industry, with different companies, with different stakeholders, and really helping us identify opportunities and cultivate relationships like this one in ways that align with our long-term strategy. While this deal did not come active, if you will, until after the IPO, Larry has been working it for a long while. Ultimately, we think ebm-papst is a really strong strategic fit for us. We believe we're the right home for the business. Doubles our addressable market, expands our capabilities, and really aligns with the long-term strategy we've consistently communicated. JJ?
Andy, on the financing structure, I think for us, we had a few clear objectives coming into this. The first was making sure that we would fund the transaction effectively. We wanted to make sure that we maintained our balance sheet and preserved the financial flexibility to be able to continue investing in the business. We expect a mix of debt and equity that we think strikes the right balance between limiting dilution, maintaining that balance sheet flexibility, and then being able to continue to fund the organic growth and innovation. I think taken together, we believe the right structure allows us to make that flex. But the big hanging point there being the deleveraging below 4x at close to approximately 2.5x exiting 2028. I think those are the big pieces of it.
Feel great about the pre-approved financing packages from UniCredit and Wells Fargo, as well as the full support from Larry Gies on the equity side of things. We have a lot of optionality on how we bring that final $5 billion together for the close.
In a way that is in the best interest of our shareholders.
Thank you. The next question comes from Jeff Sprague with Vertical Research. Please go ahead.
Morning, Jeff.
Hey, thanks. Good morning, everyone.
Hey, Jeff.
Hey, good morning. Very interesting. Hey, maybe JJ, I will try to distill this down to a couple modeling questions in a way. Obviously, in your reporting construct, we are going to exclude the amortization created by this deal. But in that $128 million of D&A for ebm-papst, is there much A in that? As I think about what you said about low single digit accretion, that actually looks conservative on my math. I want to make sure we are not maybe double counting. For example, relative to the synergies you are expecting, JJ, should we think we are also getting incremental margin on growth on top of that? Is that sort of inclusive in the three-year synergy target that you gave us?
Yeah. A lot to unpack in there. I would say on the specifics around incremental D&A and tangible amort and things around incrementals, we will get back to you on the modeling details, including the purchase accounting items. We can do that either offline or with the group here over time. I think as you think about the growth for the company, no double counting. I think as you said, you think it is conservative. We have got a lot of work ahead of us here to be able to make that all come together. We feel like this strengthens that mid-single digit, high single digit growth algo that we have talked about. That does imply incremental margins, and it gives you a bigger earnings base. Starting at 12% EBITDA, we think we have got a lot of gas in the tank on that front.
Feel good about the path forward here, no double counting. Feel good about the cost synergies and the path to at least low single-digit EPS accretion here in the first year with acceleration in year two to the low double-digit range.
Thank you. Our next question comes from Tim Wojs with Baird. Please go ahead.
Hey, everybody.
Morning, Tim.
Congrats on the deal. Maybe just stepping back, could you, JJ, just remind us how you approach cost synergies in terms of the visibility, as you walk into a deal like this, just given there's more cross-border opportunity here, how you plan to manage that relative to prior deals?
Yeah, happy to. I think we see multiple paths to deliver the $160 million annual run rate synergies by the end of year three. I think on COGS, the opportunities, we talked about direct materials, the VAVE, not necessarily things that are very much tied into the people cost side of things. There's a lot to optimize there from a simplification standpoint. On OpEx, we see opportunities across R&D and SG&A leverage, really to further focus investment spending, and then the freight and standalone costs. I don't know, Jill, if there's anything else you'd want to add there.
Yeah, a couple things. As JJ noted, synergies broadly comprise of COGS reduction and other operating efficiencies. To be direct, a minority of those synergies require any labor restructuring. So that's in the minority. On the operating costs, as we've done successfully in the past, as JJ noted, we will thoughtfully evaluate opportunities to effectively operate as one company where we can sharpen and focus to grow through simplification and scale benefits. At the same time, we bring a keen eye, having just done this as recently as a year ago with AprilAire. Keen eye to preserving capabilities and expertise and engineering knowhow, customer relationships that make each of us successful. It always goes without saying, trust is our principal core value. We'll comply with all applicable labor requirements and practices as we move through this.
I would say from an integration perspective, we will have a dedicated integration team. It's a continuation of our proven track record of integrating acquisitions successfully. We utilize a pretty systematized process. Both companies will participate to manage core execution. It's very KPI-led, again, run by a dedicated team of German speakers, in our case, we're thoughtful there culturally, to ensure real operational excellence. We've run this play, we know this play. We bring great humility to every endeavor, but are confident in our ability to apply the same model here.
Thank you. Our next question comes from Nathan Jones with Stifel. Please go ahead.
Morning, everyone.
Hi, Nathan. Morning.
I'll start with a bit of a geographic exposure question here. Madison Air's been 95% U.S., or at least Americas, and you're getting a large chunk of particularly EMEA and a little bit of APAC here. Can you talk about the organizational structure and how you're going to manage through, I guess, the globalization of the business? My follow-up question would be, does this represent the first step in globalizing the business, and we should expect acquisitions in the future to be more international? Thanks for taking the questions.
Thank you for the question, Nathan. First and foremost, the combined company will still generate almost 2/3 of its revenue from North America. That is today, I think, benefiting from several secular tailwinds and experiencing quite nice growth. We are, however, as you noted, adding more global exposure, including Europe. We really think about that as extending our ability to grow by winning with the global winners. Following the leading lights in the industries we serve around the globe to the extent we can serve them better in that way, because those customers need that presence, that enhanced airflow, these high-quality systems globally. ebm-papst, I would say, really gives us the capability and presence to support global customers and grow where they operate. So that's where this operations in approximately 40 countries and deep relationships with leading global customers will help us.
We underwrote the transaction based on the quality and the cash generation of the global business as it stands today. This is about a great technology that unlocks additional Return on Air. Underwriting doesn't hinge on the Europe macro recovery or overall performance. We actually think that Madison Air's strong North American presence creates a significant opportunity, perhaps the largest opportunity to accelerate ebm-papst's growth here. As far as future acquisitions, I would not characterize international as a principal driver of our thinking. That said, this will certainly elevate and evolve our calculus, if you will, in terms of what we can plug into a more global footprint over time.
Thank you. Our next question comes from Zachary Schechtman with Wells Fargo. Please go ahead.
Morning, Zachary.
Good morning, guys.
Morning.
Congrats on the acquisition. Just one for you. One of the HVAC OEMs actually mentioned last week that there's market-wide fan capacity constraints. I do not know if this is EC fans specifically, but could you talk about what you are seeing in terms of industry supply and how this might impact allocation and pricing terms when capacity is tight and your own units take priority? Thanks.
Yeah, I think there's two pieces to the answer I would give you there. First, we respect and will preserve ebm-papst's relationships with its existing customers. We have done other acquisitions in the past where our companies serve global players, global OEMs, and we continue to white label for them today, continue to serve them, and quite honestly, do not materially go head-to-head with them. We are a $40 billion separate and distinct TAM that is complementary and adjacent, if you will, to traditional HVAC. So we intend to maintain the trust and are very committed. We think 80/20 can actually unleash growth and throughput, and ultimately, hopefully, a more positive experience for ebm-papst and the customers it serves today. The foundation, the thesis underlying this transaction is really ebm-papst's moat, right? Their clear competitive differentiators like differentiated custom and semi-custom technology, the deep engineering expertise they have.
They are known for customer intimacy and centricity, and their technology is really specified in early to mission-critical applications, and they become this lifelong technology partner that can contribute very positively to that 80% of life cycle economics over the life of an asset. Those economics really reinforce their differentiation, and they have a brand that customers know and trust. As additional capacity comes online, we will obviously work to satisfy more demand. Again, we think 80/20 focus and decomplexification, I think both parties are really excited to get after that. ebm-papst actually had work underway to drive portfolio and product line simplification. Even when the day comes when that's behind us, and I don't know when that day will be, we bought the durable competitive advantages here, which are technology, engineering, and the value that those two things create in combination for customers.
That's what we bought, that's what we're investing in, and those are advantages we believe are durable over the long haul.
Thank you. This concludes our question and answer session. I would like to turn the conference back over to Jill Wyant for closing remarks.
Well, thank you, Drew. To our attendees, we very much appreciate you joining us here first thing on a Monday morning. We are very excited to announce this agreement with ebm-papst and really excited to embark alongside our team and all of you on the next chapter of our build. Very grateful for your support and engagement, and we look forward to staying connected in the months ahead. Take care, everyone. Thank you.
Thank you. This concludes today's conference call. Thank you for your participation. You may now disconnect.