Admiral Acquisition Ltd on Wednesday said it has agreed to buy the parent company of Acuren from American Securities LLC.
The special-purpose acquisition company, which is based in the British Virgin Islands, said the transaction is valued at approximately $1.85 billion.
Admiral Acquisition entered the definitive agreement with an affiliate of funds managed by American Securities, to acquire 100% of ASP Acuren.
ASP Acuren is the parent of Acuren, which Admiral called ‘a leading North American provider of critical asset integrity services’.
‘The transaction combines Acuren’s market leading test, inspection and services platform in North America led by a management team with a history of supporting transformational organic and inorganic growth and driving value creation for equity investors with the expertise of Admiral’s founders,’ Admiral Acquisition commented.
The firm said it has received commitments to buy ordinary shares at $10.00 each ‘from a limited group of institutional shareholders’, conditional upon the takeover closing, raising approximately $312 million.
Prior to closing the acquisition, Admiral said it will launch a private placement to raise up to an additional $300 million.
The company said it will fund the purchase consideration through a combination of its existing cash of around $560 million; around $312 million from the private placement proceeds; loan facilities worth about $1.81 billion aggregate; and around $77.5 million in commitments to exercise warrants at $10.00 per share.
Admiral said it will ‘promptly’ launch the warrant financing, and has received commitments to exercise around 31 million shares for the approximate $77.5 million. It expects the warrant financing to raise up to roughly $138 million.
Admiral Acquisition said it expects to close the deal early in the third quarter of this year.
Shares in Admiral Acquisition traded up 0.8% at $9.40 in London late on Wednesday morning.
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