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Admiral Acquisition Ltd. announced on Wednesday that it has agreed to purchase industry safety company Acuren for $1.85 billion, marking a significant entry into the infrastructure inspection sector.

Admiral, a special-purpose acquisition company (SPAC), has entered into an agreement with ASP Acuren Investco LP to acquire 100% of ASP Acuren Holdings Inc. ASP Acuren Investco is an affiliate of funds managed by American Securities LLC, which invests in North American companies with annual revenues ranging from $200 million to $2 billion.

Admiral Acquires Acuren Deal: Legal and Financial Advisors

Greenberg Traurig LLP is guiding Admiral. Jefferies, advised by Latham & Watkins LLP, is the lead financial and capital markets advisor to the SPAC. UBS Investment Bank is also advising Admiral. Weil Gotshal & Manges LLP is representing Acuren and American Securities. Baird and Harris Williams LLC acted as financial advisors to both companies.

The deal, expected to close early in the third quarter of 2024, will result in Admiral delisting from the London Stock Exchange and moving its listing to New York. Admiral raised $550 million through an initial public offering in May 2023.

Comments from Admiral's Co-founder

Robert A.E. Franklin, co-founder of Admiral, said Acuren fits their criteria of investing in niche market leaders with stable cash flow. "Admiral was immediately impressed by Acuren's leading position in the North American critical asset services market, track record of organic and inorganic growth, culture of leadership and commitment to safety," Franklin said. "We believe Acuren can be the foundation of a world-class publicly listed testing, inspection, certification, and compliance company."

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Financing the Deal

Admiral plans to finance the transaction with a $1.06 billion loan and a $75 million revolving credit facility, alongside $560 million of its cash reserves and equity proceeds worth approximately $312 million. The SPAC also plans to sell shares worth up to $138 million, with institutional shareholders committing to purchase stock at $10 each, contingent upon the transaction's completion.

Admiral's board has unanimously approved the proposed acquisition. Completion is still subject to certain undisclosed conditions. If approved, Acuren will merge with a newly-formed U.S. subsidiary of Admiral. The company specializes in testing and inspecting the integrity of infrastructure assets across various industries. Admiral anticipates Acuren will generate approximately $190 million in revenue during the 2024 fiscal year.