Tic Solutions, Inc. · NYSE:TIC
Tic Solutions — Acuren — Merger or Acquisition (May 2025)
18 slides from Tic Solutions's merger presentation, May 15, 2025
Slide 1: Acuren and NV5 to Combine, Creating Leading Global TICC and Engineering Services Firm
Acuren and NV5 to Combine, Creating Leading Global Testing, Inspection, Certification and Compliance (“TICC”) and Engineering Services Firm May 2025
Slide 2: Disclaimer: Forward-Looking Statements
Disclaimer 2 FORWARD - LOOKING STATEMENTS Please note that in this presentation the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward - looking statements. Such discussion and statements may contain words such as “expect,” “anticipate,
Slide 3: Disclaimer: No Offer or Solicitation
Disclaimer 3 No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transf
Slide 4: Today's Presenters
Today’s Presenters Kristin Schultes Chief Financial Officer Talman Pizzey Chief Executive Officer Robert A.E. Franklin Co – Chairman Ben Heraud Chief Executive Officer Dickerson Wright Executive Chairman
Slide 5: Transaction Highlights
Transaction Highlights 5 Market Leader With ~$2bn+ in Sales 1 Transforms Acuren and Accelerates Growth Runway 2 Attractive Transaction Structure With Significant Alignment 3 • Creates leading global TICC and engineering services firm, with complementary services • Combined business expected to have
Slide 6: NV5 Acquisition Aligns With Acuren's M&A Objectives
x Highly complementary portfolio of services with strong financial fit x Expected to be significantly accretive to Acuren shareholders Strategic, Disciplined & Accretive x Adds broad range of service offerings including TICC, building solutions, infrastructure services and geospatial solutions x Exp
Slide 7: Transaction Details
7 Transaction Details Cash consideration expected to be funded with a combination of cash on hand and newly issued debt financing Committed debt financing provided by Jefferies, expected to be structured as a term loan incremental to Acuren’s existing credit facility and with pricing generally in li
Slide 8: Transaction Overview: Sources & Uses and Combined Capitalization
3/31/2025 Adj. 3/31/2025A ($ in millions) $93 ($63) $156 Cash & Cash Equivalents Debt: $771 - - $771 Existing Acuren Debt $850 $850 - - Estimated New Debt $1,621 $850 $771 Total Debt Net Debt $615 $913 $1,528 (3) Credit Statistics: $348 $169 (4) $179 LTM Adjusted EBITDA 4.7x 4.3x Total Debt / EBITDA
Slide 9: NV5 Overview
U.S. 91% Foreign 9% NV5 Overview 9 Key Offerings 2024A Revenue Breakdown by Segment & Geography Source: Company filings. (1) Includes revenue generated predominantly in UAE, Singapore, Malaysia and Hong Kong. Segment Overview Infrastructure, Engineering and Support Services Environmental Health Scie
Slide 10: Acuren / NV5 Investment Highlights
Acuren / NV5 Investment Highlights Global Leader in Highly Fragmented Industrial TICC and Engineering Markets Provider of Mission Critical Engineering and Tech - Enabled Services for Industrial, Building and Infrastructure Customers Attractive Financial Profile with Asset - Light Operating Model wit
Slide 11: Combination Significantly Enhances Scale and Is Accretive to Financial Profile
Combination Significantly Enhances Scale and Is Accretive to Financial Profile 11 Source: Company filings. Note: Refer to reconciliations in appendix for adjusted financials. (1) Includes credit for ~$20mm of run - rate synergies. (2) Includes principal payments on finance lease obligations for Acur
Slide 12: Significant Upside from Acuren / NV5 Combination
12 Significant Upside from Acuren / NV5 Combination Significant combined overhead / corporate cost savings Opportunity to centralize and optimize certain functions (procurement, IT, insurance, etc.) Corporate Scale Expand geographically across untapped regions – sell NV5’s capabilities through Acure
Slide 13: Appendix – Non-GAAP Reconciliations
Appendix – Non - GAAP Reconciliations
Slide 14: Revenue Reconciliation
14 Revenue Reconciliation Year ended December 31, 2024 Combined Revenue $633,866 Acuren revenue from predecessor period $463,527 Acuren revenue from successor period $1,097,393 Total combined Acuren revenue (1) $941,265 NV5 Revenue $2,038,658 Total Acuren and NV5 combined revenue (2) (1) The Acuren
Slide 15: Acuren Adj. EBITDA Reconciliation
15 Acuren Adj. EBITDA Reconciliation (1) Adjustment to add back expenses related primarily to the previous owner’s compensation, stock incentive plans and debt extinguishment costs. (2) Adjustment to add back the one time non cash stock compensation expenses for Founder Preferred Shares and independ
Slide 16: NV5 Adj. EBITDA Reconciliation
16 NV5 Adj. EBITDA Reconciliation (1) Acquisition - related costs include contingent consideration fair value adjustments. Year ended December 28, 2024 NV5 EBITDA $27,979 Net income (loss) (1,726) Income tax benefit 17,181 Interest expense 66,611 Depreciation and amortization expense 25,981 Stock -
Slide 17: Combined EBITDA Reconciliation
17 Combined EBITDA Reconciliation (1) NV5’s fiscal year - end is December 28, 2024. (2) The presentation of the combined financial information of Acuren and NV5 is not in accordance with GAAP. Combined financial information consists of the mathematical addition of the combined Acuren revenue and the
Slide 18: Thank You! Open to Any Questions
Thank You! Open to Any Questions