M&A - NV5 Global, Inc.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000162828025025816

Filing Summary: On May 14, 2025, NV5 Global, Inc. entered into a Merger Agreement with Acuren Corporation and its subsidiaries, Ryder Merger Sub I, Inc. and Ryder Merger Sub II, Inc. The agreement outlines a two-step merger where NV5 will first merge with Merger Sub I with NV5 surviving, followed by its merger into Merger Sub II, with Merger Sub II surviving. Each share of NV5 common stock will be converted into cash of $10.00 and a number of Acuren common shares based on a defined Exchange Ratio. The board of NV5 approved the agreement and recommended it to shareholders. A 60-day 'go-shop' provision allows NV5 to solicit other offers, after which a 'no-shop' provision applies. Closing conditions include majority shareholder approval, necessary regulatory clearances, and the absence of legal prohibitions.

Form Type: DEFA14A

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000162828025026009

Filing Summary: On May 15, 2025, NV5 Global, Inc. and Acuren Corporation announced a definitive merger agreement whereby Acuren will acquire NV5 for approximately $23 per share, consisting of $10 in cash and $13 in Acuren common equity, representing an enterprise value of $1.7 billion. This merger aims to create a leading TICC and engineering platform by enhancing services offered to a broader customer base, unlocking new geographic and market opportunities. The transaction is expected to close in the second half of 2025, pending stockholder approvals and a 60-day go-shop period for NV5. NV5 shareholders will own about 40% of the combined entity, which is projected to generate approximately $2 billion in revenue and over $350 million in Adjusted EBITDA, including synergies. The merger highlights the commitment to operational efficiencies and growth through integration of services. Additionally, the joint investor call discussed future prospects, emphasizing the strengths of both companies and the strategic benefits of the combined business.

Form Type: 10-Q

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025021690

Filing Summary: For the quarterly period ended March 29, 2025, NV5 Global, Inc. reported total revenues of $234,045,000, an increase from $212,558,000 for the same period in the previous year. The company's net income for the quarter was $428,000, compared to $77,000 in the prior year. Total assets as of the end of the reporting period were $1,312,031,000, with liabilities totaling $469,051,000 and stockholders’ equity at $842,980,000. The document also indicates that NV5 has been involved in a series of acquisitions, highlighting its strategy of growth and expansion during this quarter. The company plans to recognize $802,594,000 of remaining performance obligations within the next 12 months, emphasizing its active engagement in generating revenue from ongoing projects. The quarterly report includes financial statements that reflect increases in both gross profit and operating income year-on-year, signaling improved operational efficiency. Significant growth in wages and employee-related costs were noted, along with investments in stock-based compensation and acquisitions to bolster long-term growth.