I think we'll get started. To start, for any important disclosures, please see the Morgan Stanley research disclosure website at morganstanley.com/researchdisclosures. If you have any questions, please reach out to your Morgan Stanley representative. We're excited to have Madison Air here with us, President and CEO, Jill Wyant, and CFO, JJ Foley. I think to start it off, if you'd like to make some opening remarks. Great. Thank you, Toby, and thank you everyone for joining us. For those of you joining us on the live stream, we do have pages available on our investor website, madisonair.com/investors. What I wanted to do is just to level the playing field on the understanding of our company, just open with a few remarks, as Toby said. We are Madison Air. Our mission is to make the world safer, healthier, and more productive through the power of better air. We often talk about the three strengths that underlie the company. The first is we are differentiated by Return on Air. Whether it be residential markets or commercial end markets, we provide highly engineered customer semi-custom solutions that drive a tangible improvement in the environments of the customers we serve. We call that Return on Air, moving the needle for our customers. We lead in growth markets. We chase, we are an eight share in a $40 billion addressable market that is distinct and complementary to what the global OEMs do. Really, we sell into mission-critical end markets where air is a vital aspect of essential infrastructure, and these markets are disproportionately benefiting from strong secular tailwinds. Last but not least, we are powered by a very unique value creation model. We are decentralized, meaning we are very customer-focused, agile locally with the customers we serve at enterprise scale, with unique philosophies around value selling, value pricing, mergers and acquisitions, people, culture, and the like. You see that not only in our growth profile, but in our margin and cash profile as well. We believe we are building a very balanced and resilient business. On an LTM basis through June of this year, the company has about $3.75 billion in sales, an Adjusted EBITDA margin of 26.6% or roughly 27%, and generated north of $430 million of Free Cash Flow. All of this on a very asset-light model. Low single-digit CapEx as a percentage of sales. We are balanced in the sense that 2/3 of the company's sales are in the commercial segment, the balance in residential. 50% of demand is replacement and upgrade demand, 10% services and aftermarket, an area of real strategic emphasis for us. The balance of 40% in new build. About on a today basis, 95% of sales domestically in North America, where we think that the secular tailwinds are quite strong. We operate in two distinct but very complementary segments. The first of which, as I mentioned, is commercial. June LTM sales of about $2.4 billion. Here, we bring highly engineered custom and semi-custom solutions in the area of air movement, customer handling, air liquid and hybrid cooling, energy efficiency, heat solutions, again, into a diversified set of upwards of 15 end-market verticals. Logistics, Manufacturing, Pharmaceuticals, Life sciences, Chip fabs, Hospitals, Healthcare, and the like. In the residential segment, about $1.3 billion of sales are roughly 1/3 of total company sales through June. Here we are in a fundamentally different game than the traditional global players. We are not in residential heating and cooling. We are in residential Healthy Air. Purification, Ventilation, Humidification, Dehumidification, Sensing, and controls with an enormous white space opportunity. 92% of U.S. homes have nothing. That solution penetration opportunity coupled with the contractor conversion opportunity that we have, I think we penetrated less than 20,000 of 75,000 HVAC contractors in the U.S. We have enormous channel and solution penetration potential. Before I turn it over to JJ for a couple of comments, I would just talk about the announcement of a few weeks ago of our intention to acquire ebm-papst, a leading provider of integrated airflow technology, founded in 1963, headquartered in Mulfingen, Germany, for a purchase price of $5 billion, or roughly 10 times 2026 estimated Adjusted EBITDA inclusive of cost synergies. This more than doubles or nearly doubles our addressable market to $70 billion. It affords us more commercial opportunity, we are really excited about the potential. Really, the strategic thesis here, this is a company we've been following for many years. It really is the unlock of Return on Air. The fan is the enabler of every Commercial HVAC system out there, whether that be a chiller or an air handler or a piece of commercial refrigeration equipment. It is less than 10% of the upfront capital cost, but drives more than 80% of the operating cost over the life cycle of that asset and has very superior energy efficiency gains, a great sound profile, and ebm-papst has more than 250 million fans in its air technology install base, so lots of reputational reliability proven in the field. We believe this strengthens our ability to bring differentiated solutions, taking their integrated EC fan technology, our applications know-how, and customer reach to become a provider of differentiated technology and a partner of choice. In addition to $160 million of cost synergies as we exit the third year after closing, and EPS accretion, moderate EPS accretion starting in year one after close, we see substantial and exciting revenue synergies, which are not in the model that we shared a few weeks ago, but are very much in the management plan as we seek to bring, again, that enabler, the best minds in EC fan technology, combined with our applications expertise to win and grow and expand growth, margins, and the cash profile of ebm-papst. Maybe I'll turn it to you to give a little visibility, and then we'll close and take some questions. Very good. Good morning, and thank you all for being here. Wanted to give you a little bit of an update on visibility here for the third quarter performance. Revenue growth in the third quarter is ahead of our prior expectations. We are raising our third-quarter revenue growth outlook to the high teens, and alongside that, now see low double-digit or about 10% Adjusted EBITDA growth. The market demand really remains solid overall, and its broad-based commercial strength and continued outsized growth, particularly in data center cooling. That gives us the confidence to be able to give that update today. Residential, I would say, broadly remains in line with our expectation and continues to perform well against a quite tepid market backdrop. Speaking to the third quarter revenue, we previously expected the third quarter revenue growth to be in the high- single-digit plus range, and based on today's visibility, as I said, now expect growth in the high teens. Commercial driving much of that increase, and our teams are executing both strong orders as well as backlog, converting that into revenue, beating the prior expectations. Strong data center demand in executing against those major hyperscaler customer programs, as well as solid performance across a broad range of other commercial businesses and end markets. That just reinforces much of what Jill highlighted earlier in terms of our confidence in the demand environment and the relevance of the solutions. Speaking to the third quarter Adjusted EBITDA, we expect low double-digit Adjusted EBITDA growth in the quarter that is faster than what was implied in the second quarter call with broad-based volume strength. There are a few relationship items here between revenue and Adjusted EBITDA, and that growth reflects a few near-term dynamics. The most notable is the success-based mix impact from the outsized growth in the data center cooling business that is earlier in its scale-up. Here we are making big investments as well as investing into the ramp with costs there as we add that capacity and scale that production for strong support of customer demand. While the data center business is already at healthy industrial EBITDA margins and contribution, there is still work to do there. We are investing and have a very clear path here to drive expansion over time as programs mature, productivity improves, and volume scales. The second but less notable item is around price costs as inflation and tariff recovery actions continue work across the portfolio, and we can talk more about that in Q&A. Particularly in the longer cycle parts of the business, as you all know, that takes time. The EBITDA contribution from strong volume growth more than offsets these two near-term dynamics, which supports the higher quarterly growth outlook. Just while we are on the topic of price cost execution and why this really gets better over time, for us, we work through inflationary dynamics with a very discipline, and it is a surgical business-by-business approach. The teams are actively executing their coverage plans with clear ownership and operating cadences in each of the businesses. You can imagine the host of actions we have talked about in the past, a combination of price and value selling, as well as project-level commercial actions and productivity improvements, material cost reduction, and sourcing savings. Our first priority continues to be covering on a dollar basis, then following that with rate coverage exiting the year. I would just say, as it relates to the fourth quarter and the full-year outlook, we expect to give a full update here on the year in the third quarter call as usual. We expect healthy book-to-bill in the fourth quarter and positive year-over-year revenue growth. As we noted that on tough comps, probably a more moderate rate than this high teens growth that you are seeing in the third quarter. Overall, just sort of in closing on those comments, third quarter demand and execution are strong, stronger than we had previously expected, and that support a higher revenue and Adjusted EBITDA growth outlook for the quarter. The upside continues to be broad-based with strong commercial growth both within and beyond data centers. We like the quality of the growth and the value that we are going to be able to create here as these businesses mature and scale. For the fourth quarter, don't really see conditions changing all that much. No grand update there, and we will hit that in the full-year update at the third quarter earnings. Those are a few updates on near-term visibility. That's us. Differentiated by Return on Air. This idea that our highly engineered custom and semi-custom solutions drive tangible improvements in our customers' environments, really leading in growth markets. Mission-critical markets where the cost of failure is high, and our solutions keep air operating as critical infrastructure. Then really a unique value creation model, I think further strengthened over time once we close the ebm-papst deal, which is anticipated later this year to continue to compound growth and cash flow. That's great. There you have it. I appreciate you sharing that, and it is always great to hear how the quarter is trending very well. I guess kind of zooming out off of that, how would you characterize demand across Madison Air today? Looking at data center has clearly been a very significant driver, but where else are you seeing strength across the broader commercial portfolio? Thank you again for having us, Toby, and to everyone in the room for joining us. I would say, for us, and we talked about this in the second quarter call, and JJ just gave some preview. Demand is very healthy and remains balanced. Particularly in the commercial segment, where we sell into 15 end market verticals, there is very diversified growth, both by end market and by customer. We are not a one-market company here, a diverse array of end market opportunities. Spaces for us, like Logistics and Healthcare, Advanced Manufacturing, and the like, remain really healthy for us. Orders were up 70% in the second quarter. So healthy demand, very broad-based. As you start to think about the durability of that demand, I think more than half of your record backlog goes to 2027 and beyond. What does that tell you about the durability of this growth outlook? Yeah, I think for the back, $2.9 billion, as you said, on backlog exiting the quarter gives us very strong visibility both for the balance of the year but well into 2027. As Jill said, a nice diverse array of both customer and different end markets. I think our focus really will be on converting that backlog in a profitable manner and continuing to fuel the growth outlook. Pipelines are very strong right now across a number of the different businesses. We still see strong orders momentum and pipeline management. Data center, of course, has been a key part of that growth story. How does Madison Air participate across air, liquid, and hybrid cooling? As that business scales, what does that say about the path for margins? Yeah, good question, Toby. I think customers need a partner that is going to help meet them where they are and where they want to go. So for us to be able to offer air, liquid, and hybrid cooling solutions allows us to be relevant to that customer regardless of what their cooling platform is or what their technology play is. I think for us, we feel good about where we are, and really love serving these great customers, whether it is hyperscalers or co-locators. Very balanced on that front. I think for us as well, when you think about the revenue outlook for the business, a good balance of air, liquid, and hybrid cooling. As it relates to the margins, I would say it is a very healthy industrial EBITDA business today. We will continue to invest in the ramp, we will continue to invest in technology, and we see a clear path for that to continue to move up and to the right over time as we execute our growth and margin playbook for the business. Kind of following up on a point you mentioned earlier, when it comes to price cost, how does that factor into that margin algo? Yeah, I think for us, we feel and manage price costs, as we said, very surgically. I think we have an ability to partner with customers to make sure that we deliver for all stakeholders, both in terms of delivering for customers, but also making sure that as that business scales, we are covered from a price cost standpoint, we get rewarded for the innovation and the value that we bring, that we open up that services and aftermarket, really that margin playbook that allows us to grow those margins as the business scales. Then, I guess kind of shifting gears here, looking at the residential side of the business, how has your residential business been able to grow despite softer housing market and softer HVAC markets? What has been driving that resilience, and how much runway remains in the contractor conversion and Healthy Air System penetration? Yeah. We are in a fundamentally different game than the global OEMs from within the residential space. We are not, as I mentioned, in residential heating and cooling. Instead, we really specialize in the pillars of Healthy Air. This is Purification, Ventilation, Humidification, Dehumidification, Sensing, and controls. That market, we estimate, we believe it to be more than 90% unpenetrated. 92% of U.S. homes have nothing. That is against a backdrop of people spending more time inside, this wildfire phenomenon that is as present in the Midwest, where I live, as it is here on the West Coast. Wildfire is very small particles, really horrible for human health and wellness in terms of air quality. It is a fundamentally different game that is complementary to what the global OEMs do. From a solution penetration perspective, a ton of white space in front of us. You have seen that in our AprilAire business, which we acquired in May of last year, which has just continued to have attractive low double-digit growth here because of that solution penetration opportunity. We also, as you mentioned, have spent a lot of time educating and converting contractors. That really helps us create demand because they have more than 40 million homeowner touch points every year between regular service and warranty checks in your home, and then to some extent, maybe 20%-25% of those 40 million interactions per year on an HVAC system replacement. Even when HVAC system replacements are down, 75% of the commercial touch points are really routine visits each year. That helps us create and convert demand through those 40 million homeowner interactions or what we call our commercial at-bats. Then of those HVAC contractors, I think we are not even 20,000 converted in of a contractor base of 75,000 HVAC contractors in this country. You have white space in terms of solution penetration. More than 90% of U.S. homes have nothing. You have white space in terms of contractor conversion, 70%-80% of contractors yet to be converted. We think that is what has made our residential segment, and our AprilAire business in particular, a strong performer. Could you speak a little bit on that contract conversion process? Why does Madison Air win? How do you make that pitch to those customers? Well, yeah, great question. I think of us more as a business services provider to our HVAC contractor partners, as opposed to we swoop in, we sign a rebate agreement, and we say, "We'll see you at the end of the year when it's time to true up on how many units you've sold, and we'll write you a check." It really is, we are wholly vested in the success of our contractor partners. And quite honestly, when we've seen the kind of 18- 24 months that we've seen here, they need us more than ever because they're in homes upwards of 40 million times a year. We spend a lot of time educating them on what is Healthy Air and what is the importance of Healthy Air? I t's really around health and comfort and home preservation for their customer. We educate them on the product, what is the product, how easy is it to install, and what are the opportunities. There are 40 million basements and crawl spaces in this country, and to install Dehumidification equipment in those spaces was historically very challenging for the HVAC contractor and less than ideal for the homeowner. You literally had to crawl under homes, crawl into tight spaces in order to get a sense for how well the Dehumidification solution was working. So in partnership with those HVAC contractors, we made those systems easier to install and Wi-Fi connected to the Healthy Air app. Suddenly they don't have to crawl in that space. It's faster, it's easier, and it's more seamless to install the solution. It's really fanatical focus on the user who's then equipped to take that one of 40 million at-bats and help it to grow their business with a higher margin, sticky solution. Every air purification system we sell has a 9x tail in terms of bespoke filtration solutions that they can sell over the life of that asset. So we're really embedded and indispensable partners with our contractor partners, not a, "Here you go. Sign a deal, and we'll see you in a year." That makes sense. Ki nd of following on that revenue tail that you mentioned, service and aftermarket is about 10% of revenue today. What are you doing to grow that business, and how meaningful could it become over time? Yeah. So today for us, services and aftermarket is about 10% of sales. It's been and remains a really big area of strategic focus for us. In classic 80/20 fashion, we have services businesses now. There are standalone P&Ls that are embedded in the businesses that they serve. They have a general manager who starts and ends each day thinking about how to bring more value to customers. We have invested in more proprietary parts, in physical infrastructure, and we have deployed a whole host of digital solutions that have made it easier for customers to do business with us, which we think is really important for the end user but also for the channel as it continues to roll up. We want to be the stickiest, easiest to do business with. Our digital investments have really paid discipline there. We are excited about services as Madison Air today in terms of we are stickier, we are embedded, and we are there to make sure that asset functions optimally over its life with our customers. When you add post-closing ebm-papst to that equation, suddenly you have the enabler. You have the integrated EC fan, which is being specified by name in many end markets today and can be a major, as customers seek to recapitalize their assets, a big efficiency gain. It has superior sound profile. There are 250 million fans in ebm's install base. One of the things that really excites us about this multiplying our strengths in a post-close environment is the services and aftermarket opportunity because we have the enabler, the integrated EC fan, which can bring additional Return on Air to those assets over their life from a replacement retrofit and upgrade opportunity. More to come there. You have mentioned ebm-papst a few times. What made that the right strategic fit for Madison Air, and how does it strengthen your Return on Air value proposition? Yeah. We've been watching this space and the companies in it for the better part of eight or 10 years. That's really to the credit of our Founder, Larry Gies, who's been cultivating patiently over very long periods of time. We've had some people ask us, like how. It's patient cultivation. It's this special M&A capability that we have talked about. We love markets that are growing, that are benefiting from secular tailwinds, where the life cycle economics work in your favor. It gets the invisible hand creating demand for you, if you will. For us, it's really about unlocking more Return on Air, because this literally is less than 10% of the cost of every CHVAC system out there, from a chiller to an air handler to a commercial refrigeration unit, and yet it drives 80% of the life cycle economics of operating that asset over its life. We think this combination allows us to deliver superior Return on Air. When we can start to sit down, and we both sell into a lot of the same commercial end markets, but we've never sat at the table together. As we sit at the table together, we can bring differentiated solutions. I think there are 22 fans per gigawatt in a dry cooler, and 15 fans per gigawatt of a chiller. There's just a lot of opportunity, again, to design solutions. We aren't in the chiller business, so that's where we want to make ebm-papst an even better provider to the global OEMs. You can design solutions in a differentiated way that delivers superior Return on Air. So that's the strategic thesis. There are real financial benefits, and JJ talked about some of them in the sense of $160 million of synergies exiting year three after close, and those are the cost synergies. We are very excited about the growth synergies that are in the management plan, but not in the externally facing model that we talked to all of you about. It's EPS accretive. We think it strengthens our mid-single-digit growth and high- single-digit Adjusted EBITDA sort of growth algorithm. It opens up additional growth levers for us in terms of 80/20 and innovation and service and aftermarket, like you asked about, Toby. Ultimately, when you add in those cost synergies, it really gets us excited about our ability to compound growth and cash generation. So that's the financial thesis. Strong strategy, good financials, and really an opportunity to take a really good company with great technology, and make it even stronger and a better supplier to its customer base. I know that we're still early in the process, still subject to closing, but in the about a month since the announcement, what have you learned since in that time? Yeah. So certainly, our early planning has strengthened the strategic thesis. Because in many of the end markets that we serve, customers are very focused on the integration between the application and the fan because of this life cycle cost benefit. So we're very excited about the strategic thesis. Everything we see is affirming that the customer opportunity and the technology integration opportunity, our confidence continues to grow. As we continue to plan, we get more conviction and more excitement about the order in which we'd go after the cost synergies, short, medium, and long term. Maybe last but not least, because I think it's super important in terms of culture is both teams are so excited. I kicked off a meeting that the team had in Mulfingen, Germany yesterday and told them how excited we were to multiply our strengths together. We've introduced them. They've started to get some interactions with our 80/20 partner who talks about the importance of focus to unlock value creation for customers. The receptivity by customers, both ebm's customers and ours, has been delightfully positive. So, a lot of work ahead. We always go into it with great humility, but conviction and excitement continue to build. To that point on multiplying strengths, I know it may not be in the main model that you shared, but what are the most attractive commercial opportunities from the combination, whether it be cross-selling, earlier design engagement, aftermarket, or geographic expansion? Yeah. Well, you kind of nailed it. For us, the commercial synergies really start with the fact that in the commercial segment, we both pursue a lot of the same markets, right? That's this fit between the fan is the enabler of every HVAC system in the world. You would expect of it, but there's good end market commonality. It does really start with suddenly we have the ability to design an air handler or an HVLS fan. Little-known fact, this AC to EC fan transition is in the very earliest phases. I think everybody jumps to the data center and we get that. They are specifying these fans by supplier name, but even with Big Ass Fans, Big Ass Fans can go into a Logistics or a Manufacturing environment and engineer the workflow and drive 30% energy savings with integration of an EC fan, and we are only 4% penetrated in that space. There's a $6 billion white space opportunity in comfort cooling and highly complex Manufacturing and Logistics environment because these EC fans, with the way we integrate them into the customer environment, are real needle movers. It's that design integration, which is as present in Manufacturing and Logistics through Big Ass Fans as it is in chip fabs or data centers. It's the services and aftermarket opportunity because suddenly we can design a system to be optimized over its life cycle from day one, and then we can watch that through ebm's NEXAIRA platform solution. We can watch how that asset and predict where it might fail or when it's ready for a replacement before you have this expensive downtime in a chip fab where it can take three months and 1,000 process steps to get a single wafer produced. Then last but not least, there's plenty of opportunity in that broad array of commercial end markets to cross-pollinate and cross-sell solutions. Then maybe last but not least, we would hope that in a year, in two years, ebm-papst customers, the global OEMs with whom we don't compete head-to-head, are saying, "Gosh, you've made a really good company even better in terms of responsiveness and capacity and the like." That's really how we see the commercial opportunity. I've got to say Big Ass Fans is probably my favorite brand name and one of the most accurate ones I've seen. To the cost side of the deal, you identified $160 million in annual run rate synergies by year three. What major work streams are you targeting? What gives you confidence in that plan? Yeah, Toby, I think, first of all, I would just go back to the acquisitions that we started with in 2021 and then did in 2025, and a number along the way. This is the team. The Madison Air team that you see today is the team that's executing alongside the acquired companies. As it relates to the $160 million target that we've put out there, we have high confidence with very specific individual line items that we're going to go after. As you think about procurement, some of them are easier earlier, if you will. I don't know that any of them are easy, but they're all earlier, and then you kind of work your way as you get through the 80/20 work. For us, procurement, freight, and scaling, as we drive their top-line growth and seeing those scaling benefits, would probably be the three that I would say are right out of the gates. They're high certainty. 80/20, we have a track record of doing this, but we're very careful about how we go and execute that 80/20 work to make sure that we're satisfying all stakeholders. Highly confident in the numbers that we've got out there. Obviously, you'd imagine we're going after a bigger number internally, focused on the things that we can do right out of the gate and spending our time between signing and closing to work through that planning so that we hit the ground running. The ramp over the course of the first three years of ownership, highly confident that we'll get to that number. Commercial, as Jill said, is upside to that. That would help even add more to the scaling benefits and some of the things that we have in the underwritten case. You mentioned the playbook that you demonstrated with some of the prior acquisitions. What's similar about ebm-papst to some of the acquisitions you did while you were private, and what's different given the size and global footprint? Yeah, I think what's similar. It's a good question. What's similar is the approach we take. It's like we try to preserve. We're not financial buyers. We're strategic buyers. We buy these companies because we see opportunity to enhance value creation. We first come in with great. Our decentralized model supports that. There's not going to be a big vacuum that's turned on to suck everything to the West, because you have this special company and this unique valley in Germany. So we preserve what's best, and we generally try to accelerate the management team's business plan, their vision for their business, really through focus. Our first capital allocation lever is strategy. Can we do it? Well, of course, the answer's always yes. Should we do it? Typically a different battle. Where is the opportunity to create disproportionate value in markets where customers value what we do? Let's be diversified but focused there. The other thing I think that is similar here is we see growth and margin and cash creation opportunity. That is core to our operating model. It's what we have built very special shared practices and know how to do. I think the delight to the positive here for me personally has been how much we see our view of the business and the opportunity to preserve what's best but accelerate results on growth, cash, and margin is very similar to what the business team has come up with. I think that our operating model, the way we tend to do things, will help them accelerate that. A little bit of what's different, the scale of it, the technology opportunity. We're early in this AC to EC cycle, but everybody wants more energy efficiency, quieter, more sustainable. That's right on trend. The global scale. That is why we like the decentralized model approach. We have a dedicated integration team led by a German-born leader who's done this before in Europe and is on the ground there as we speak, planning and really bringing humility and focus to getting the job done. As you look at the plan after closing, plan to open at about 3.7x net leverage. Yep. What is the path to get that down to under 2.5x within two years? Yeah, so 3.7x at close, clear path, as you said, to less than 2.5x. For us, what I love about this business is that it is always a balanced contribution of cash flow generation and EBITDA growth. I think that much of that playbook will be the same here. Near-term capital allocation priority will be to pay down debt while making sure that we continue to invest in the high-returning organic growth opportunities. But I think it will be a balanced contribution of EBITDA and cash flow generation. The good news, and I think if you ask ebm, they would say the same thing, that we can help them with working capital, and we can really help them improve their cash flywheel as well. We will see balanced contribution from both. I think we are getting up to time, but I want to thank you guys again for being here and appreciate you coming out and telling the story. Thank you, Toby. Great to be with you. Thank you. Thank you.
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