Acuren Corporation completes $1.85bn acquisition and rebrands

Acuren Corporation, formerly known as Admiral Acquisition Limited, has successfully acquired ASP Acuren Holdings, Inc. in a landmark deal valued at approximately $1.85 billion. This major acquisition positions Acuren Corporation as a dominant player in the asset integrity services market and signals a new chapter for the company under its new name.

Key Details of the Acquisition

The acquisition was financed through a combination of cash reserves, debt, and equity. Acuren Corporation secured $775 million from a senior loan facility and raised around $675 million via a private placement of ordinary shares priced at $10.00 per share. This transaction resulted in a total issued share capital of 121,412,515 ordinary shares, alongside 1,000,000 founder preferred shares and 18,264,876 remaining warrants exercisable for 4,566,219 ordinary shares. Following the deal, the company’s net leverage ratio stands at approximately 3.7x adjusted EBITDA for the last twelve months ending 24 March 2024.

Talman Pizzey, CEO of Acuren Corporation, expressed enthusiasm about the acquisition, noting that it enhances the company’s growth prospects and operational flexibility. Robert A.E. Franklin, Co-Founder and Co-Chairman, highlighted their commitment to leveraging the company’s strengths and pursuing further growth through strategic mergers and acquisitions.

Board of Directors and Corporate Rebranding

With the acquisition complete, Acuren Corporation has announced its new board of directors. Sir Martin E. Franklin and Robert A.E. Franklin will serve as Co-Chairmen, while Rory Cullinan continues as the lead independent director. Talman Pizzey will remain CEO and join the board. New members include industry experts James E. Lillie, Peter Hochfelder, Elizabeth Meloy Hepding, and Antoinette Bush. Melanie Stack and Thomas Milroy have stepped down from the board following the transaction.

Market Impact and Future Plans

The acquisition led to the suspension of Acuren Corporation’s ordinary shares and warrants from the Official List of the Financial Conduct Authority and the London Stock Exchange. The company plans to delist and is preparing for a new listing on the New York Stock Exchange under the ticker symbol TIC. This strategic shift aligns with the company’s new operational focus and jurisdictional change to Delaware.

Jefferies served as the lead financial advisor and capital markets advisor for the acquisition. Citi and UBS Investment Bank acted as joint lead arrangers for the senior loan facility, with UBS Investment Bank also advising on the acquisition. Greenberg Traurig LLP and Weil, Gotshal & Manges LLP provided legal counsel for the transaction.

Expert Analysis and Commentary

Michael Fisch, Founder and CEO of American Securities LLC, praised the successful acquisition, emphasizing Acuren Corporation’s growth trajectory. Michael Sand, Managing Director at American Securities LLC, lauded the company’s resilience and operational excellence, particularly during challenging economic conditions. Talman Pizzey acknowledged the exciting opportunities brought by the acquisition, marking a significant milestone in Acuren Corporation’s expansion.

The successful completion of the acquisition and rebranding to Acuren Corporation represents a pivotal moment for the company. As it transitions to a new listing on the New York Stock Exchange, Acuren Corporation is set to enhance its capabilities and seize new growth opportunities within the asset integrity services sector. This transaction underscores a strategic move to bolster operational capabilities and market reach.