Acuren Corporation Completes $1.85 Billion Acquisition of ASP Acuren Holdings, Inc.

Acuren Corporation (formerly Admiral Acquisition Limited) (LSE: ADMR / ADMW) has successfully completed its $1.85 billion acquisition of ASP Acuren Holdings, Inc. (“Acuren”), a leading North American provider of testing, inspection, and certification (TIC) services, from funds advised by American Securities LLC. The acquisition marks a significant expansion for Acuren Corporation, positioning the company as a dominant force in the critical asset integrity services sector.

With the completion of this transaction, the company has been renamed Acuren Corporation. The acquisition was financed through a combination of cash on hand, a $775 million senior loan facility, and $675 million in equity raised through a private placement of ordinary shares. The ordinary shares were issued at $10.00 per share, resulting in a total issued share capital of 121,412,515 ordinary shares and 1,000,000 founder-preferred shares. The company also has 18,264,876 outstanding warrants, exercisable for an aggregate of 4,566,219 ordinary shares. Following the transaction, Acuren Corporation's net leverage ratio is approximately 3.7x adjusted EBITDA for the last twelve months ended March 24, 2024, as calculated under the senior loan facility agreement.

Talman Pizzey, CEO of Acuren, expressed enthusiasm about the acquisition, stating, "We are thrilled to embark on this new chapter as a public company, strengthened by the addition of our newly appointed board of directors led by Sir Martin E. Franklin and Robert A.E. Franklin. This transaction marks a significant milestone in our journey, enhancing our ability to drive growth within the TIC industry. Our robust capital structure and strategic vision position us to seize new opportunities and continue our trajectory of success."

Robert A.E. Franklin, Co-Founder and Co-Chairman of Acuren Corporation, added, "Martin and I are excited to partner with Acuren's leadership team and support the growth and development of the company into the future. We are focused on building upon Acuren's track record of organic growth, complemented by accretive M&A, to expand within the asset integrity market and the broader TIC sector, generating long-term value for stakeholders."

In connection with the closing of the transaction, the company also announced the composition of its board of directors. Sir Martin E. Franklin and Robert A.E. Franklin will serve as Co-Chairmen, with Talman Pizzey appointed as CEO and joining the board. The board also includes Rory Cullinan as lead independent director, James E. Lillie (Co-Chair of APi Group, Inc.), Peter Hochfelder (Co-Founder of Brahman Capital), Elizabeth Meloy Hepding (SVP, Strategy and Corporate Development at Ingersoll Rand), and Antoinette Bush (Director of Ares Management Corporation and Senior Advisor to News Corp). Melanie Stack and Thomas Milroy stepped down from the board following the completion of the transaction.

In a strategic move, Acuren Corporation's listing on the London Stock Exchange has been suspended, with plans to cancel the listing effective August 19, 2024. The company intends to list its ordinary shares on the New York Stock Exchange under the symbol TIC and transition its jurisdiction of incorporation to Delaware in conjunction with the NYSE listing.

Jefferies acted as lead financial advisor, lead capital markets advisor, and lead placement agent for the acquisition, while Citi and UBS Investment Bank served as joint lead arrangers on the senior loan facility. UBS Investment Bank also provided financial advisory services. Legal counsel was provided by Greenberg Traurig LLP for Acuren Corporation and Weil, Gotshal & Manges LLP for Acuren and American Securities LLC.