Core Insights - Bureau Veritas reported robust revenue performance in Q3 2025, with total revenue of EUR 1,583.7 million, reflecting a 2.3% year-on-year increase and a strong organic growth of 6.3% [10][8][11] - The company reaffirmed its full-year 2025 outlook, supported by a solid backlog and a strong opportunities pipeline, with an organic growth rate of 6.6% for the first nine months of the year [4][5][21] - The LEAP | 28 strategy continues to drive the company's growth, with targeted acquisitions contributing to revenue and expanding capabilities in key sectors [6][14] Q3 2025 Key Figures - Revenue of EUR 1,583.7 million, up 2.3% year-on-year and up 6.3% organically [10][8] - Organic growth rates by segment: Marine & Offshore (+16.2%), Buildings & Infrastructure (+7.1%), Industry (+6.9%), Certification (+5.9%), Consumer Products Services (+3.5%), and Agri-Food & Commodities (+2.5%) [11][8] - Negative currency impact of 4.8% due to the euro's appreciation against most currencies [8][11] Financial Position - As of September 30, 2025, the company had net financial debt higher than in June 2025, with over EUR 0.5 billion in available cash and EUR 600 million in undrawn committed credit lines [12] - A EUR 700 million bond was successfully issued with a 3.375% coupon, maturing in October 2033, rated A3 by Moody's [13][12] Strategic Acquisitions - Bureau Veritas signed agreements for two acquisitions in October 2025, expected to generate approximately EUR 32 million in annualized revenue, enhancing its leadership in Buildings & Infrastructure and expanding its Renewables capabilities [6][14] - A total of eight acquisitions have been signed or closed year-to-date, adding EUR 92 million of annualized revenue [6][14] Regional Performance - Revenue growth by region: Europe (+5.2% organically), Asia-Pacific (+8.6% organically), Americas (+1.9% organically), and Africa & Middle East (+15.7% organically) [15] - Strong performance in Southern Europe and France, with double-digit growth in South and Southeast Asia [15] Business Segment Highlights - **Marine & Offshore**: Revenue of EUR 136.6 million, with a strong organic growth of 16.2% driven by new construction and core in-service activities [23][24] - **Agri-Food & Commodities**: Revenue of EUR 284.5 million, with organic growth of 2.5%, supported by strong performance in Metals & Minerals [27][29] - **Industry**: Revenue of EUR 337.7 million, with organic growth of 6.9%, driven by Oil & Gas and Power & Utilities segments [33][35] - **Buildings & Infrastructure**: Revenue of EUR 495.0 million, with organic growth of 7.1%, led by strong demand in the US and Asia-Pacific [41][42] - **Certification**: Revenue of EUR 131.7 million, with organic growth of 5.9%, reflecting strong demand for QHSE & Specialized Schemes solutions [46][48] - **Consumer Products Services**: Revenue of EUR 198.2 million, with organic growth of 3.5%, driven by strong performance in Healthcare and Supply Chain & Sustainability services [52][56]

Core Insights - Bureau Veritas has signed agreements to acquire two companies, Sólida and London Building Control, enhancing its position in the renewables and buildings & infrastructure sectors [2][4] - The acquisitions align with Bureau Veritas' LEAP I 28 strategy, aimed at increasing capability and technical expertise in high-potential markets [3][4] Company Overview - Bureau Veritas is a global leader in Testing, Inspection, and Certification (TIC) services, with a mission to ensure responsible progress and sustainability [5] - The company operates in 140 countries with approximately 84,000 employees, addressing challenges in quality, health and safety, environmental protection, and sustainability [6] Acquisition Details - Sólida specializes in Owner's Engineering, Technical Advisory, and Project Management for renewable energy projects, with a track record of nearly 2,500 projects totaling over 220 GW of renewable capacity [8] - Sólida generated revenues of approximately €18 million in 2024 and employs around 225 professionals [8] - London Building Control is a leading Registered Building Control Approver in the UK, recognized for its services in residential and commercial projects, delivering over 14,000 projects annually [8] - London Building Control generated revenues of approximately €14 million in 2024 and has around 110 employees [8]

Core Insights - UL Solutions and GCC Technical Services Company (TS Co.) have significantly enhanced their strategic partnership to advance fire safety in the Gulf region, with TS Co. now recognized as part of the UL Witness Test Data Program for fire safety [2][3][4] Partnership Details - TS Co. will conduct critical fire safety tests at its laboratories in Dammam, Saudi Arabia, under the supervision of UL Solutions engineers, which will streamline the testing and certification process [4][6] - This localized approach eliminates the need for international shipping of product samples, significantly accelerating time-to-market for manufacturers in the region [5] Regional Impact - The partnership is crucial as Saudi Arabia advances its Vision 2030, which includes significant projects like NEOM and the New Murabba project, representing over $1.5 trillion in investment and requiring high international fire safety standards [8] - TS Co. supports major manufacturing in the Gulf Cooperation Council (GCC) region, which includes Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the UAE, by providing testing and certification services [7][11] Strategic Value - The collaboration combines UL Solutions' global leadership in safety science with TS Co.'s regional expertise, creating a strong value proposition for the market [9] - The partnership aims to ensure that construction projects in the region meet the highest international safety standards, thereby enhancing overall fire safety and conformity services [6][9]

Core Insights - The Fund underperformed the MSCI World ex USA Index for the quarter but has outperformed the benchmark since inception [5] - Consumer discretionary and materials sectors were the largest contributors to performance, while industrials and communication services were the largest detractors [5] - Geographically, the portfolio is heavily weighted towards Europe ex U.K. (68.4%), followed by the U.K. (11.5%) and Asia ex Japan (9.3%) [5] Performance Analysis - Kering was the top contributor during the quarter, driven by leadership changes and improving revenue trends [7] - CNH Industrial was the top detractor, facing weak results and soft demand, particularly in the U.S., but management expects a rebound in 2025 [8] Portfolio Activity - Six new positions were added to the Fund, while nine were exited during the quarter [9] - New purchases included Bunzl, which is expected to return to stable growth despite recent execution issues [10] - Dassault Systèmes, a leader in virtual twin technology, is viewed as a high-quality investment opportunity despite a nearly 40% decline in share price [11] Company Highlights - FEMSA, a diversified Latin American conglomerate, is well-positioned for growth through strategic divestments and share buybacks [12] - Hexagon has upgraded its management team and is expected to see improvements in return on capital employed and cash flow [13] - Siemens Healthineers is positioned for profitable growth in medical technology, with a favorable product cycle and turnaround in its diagnostics business [16] Investment Returns - The Fund's average annualized total returns show strong performance across various time frames, with the Institutional Class returning 26.51% year-to-date [18]

As filed with the Securities and Exchange Commission on October 10, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIC Solutions, Inc. (Exact name of registrant as specified in its charter) | Delaware | 7389 | 66-1076867 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification No.) | ...

Core Insights - Acuren Corporation will rebrand as TIC Solutions, Inc. following its merger with NV5 [1] - The merger combines decades of expertise in testing, inspection, certification, engineering, consulting, and geospatial services [1] - The new corporate identity aims to unify the combined enterprise while maintaining the operation of Acuren, NV5, and other legacy brands as trusted entities [1]

Group 1 - Bureau Veritas successfully completed a bond issuance of EUR 700 million, maturing in October 2033, with a coupon rate of 3.375% [2][3] - The bond issuance was oversubscribed by 2.4 times, indicating strong investor confidence in Bureau Veritas' business model and credit profile [3] - The bond will be rated A3 by Moody's, reflecting the company's solid credit standing [3] Group 2 - The new bond issuance is part of Bureau Veritas' LEAP | 28 strategy, aimed at leveraging favorable market conditions for general corporate purposes [3] - Admission of the bonds to trading on Euronext Paris is expected to take place on October 1, 2025 [4] - Crédit Agricole CIB and Natixis served as Global Coordinators and Active Joint Bookrunners for the bond issuance [4] Group 3 - Bureau Veritas is a global leader in testing, inspection, and certification services, with a mission to ensure responsible progress and sustainability [5][6] - The company has a workforce of 84,000 employees operating in 140 countries, addressing challenges in quality, health and safety, environmental protection, and sustainability [6] - Bureau Veritas is listed on Euronext Paris and is part of the CAC 40 and CAC 40 ESG indices [7]

Core Viewpoint - Diginex Limited and SGS have reaffirmed their strategic alliance to enhance sustainable finance solutions, focusing on ESG requirements and innovative technology-driven services [1][2][3]. Group 1: Strategic Alliance Details - The renewed alliance builds on the initial agreement from 2022, which provided ESG data assurance services, and aims to address the increasing demand for transparent and scalable sustainable finance frameworks [2][3]. - The collaboration combines Diginex's ESG data management platforms with SGS's expertise in assurance, verification, and certification, enhancing tools and services for financial institutions and corporations [2][3]. Group 2: Key Highlights - The alliance aims to support clients in navigating sustainable finance complexities, enhancing the credibility of sustainability reporting, and accelerating efforts towards global climate and social objectives [3]. - Diginex's blockchain-enabled technology and SGS's assurance methodologies will provide transparency and reliability in ESG data, facilitating better decision-making for sustainable investments [6]. Group 3: Solutions and Services - The strategic alliance will develop tailored tools for financial institutions to integrate ESG metrics into their strategies, ensuring compliance with frameworks like the EU Taxonomy and SFDR [6]. - The collaboration will prioritize solutions that assist organizations in achieving net-zero targets, including carbon footprint assessments and sustainability reporting [6]. Group 4: Company Background - Diginex Limited is a sustainable RegTech business that utilizes blockchain, AI, and data analysis to enhance transparency in corporate regulatory reporting and sustainable finance [4]. - The diginexESG platform supports 19 global frameworks, providing end-to-end support for sustainability data management and reporting [5]. Group 5: SGS Overview - SGS is the world's leading testing, inspection, and certification company, operating over 2,500 laboratories across 115 countries, with a commitment to quality and sustainability [8].

Financial Data and Key Metrics Changes - Reported service revenues for Q2 2025 were $313.9 million, a 1.5% increase from $309.3 million in the prior year period, with a constant currency growth of 2.1% [13] - Adjusted gross margin for Q2 2025 was 28.8%, a decrease of 30 basis points compared to the prior year, primarily due to foreign exchange headwinds [14] - Adjusted EBITDA for Q2 2025 was $54.6 million, down from $59.1 million in the prior year, resulting in an adjusted EBITDA margin of 17.4% compared to 19.1% in the prior year [14][16] Business Line Data and Key Metrics Changes - The company experienced steady revenue growth and solid adjusted EBITDA margin performance, driven by strong call out activity addressing urgent customer needs [6][7] - The asset integrity services segment continues to drive demand, even amid customer capital spending constraints [7] Market Data and Key Metrics Changes - The company noted sustained momentum among existing customers and continued success in securing new customers, particularly in the asset integrity management business [6][7] - The combination with NV5 is expected to enhance the company's ability to deliver integrated solutions across various end markets, including industrial and infrastructure [10][18] Company Strategy and Development Direction - The acquisition of NV5, valued at approximately $1.7 billion, is seen as a transformative step to position the company as a market leader in testing, inspection, certification, and compliance (TIC) and engineering services [5][15] - The integration of NV5 is expected to create substantial cross-selling opportunities and enhance the company's service offerings [10][19] - The company aims to reduce net leverage to under three times through growth, operational execution, and disciplined cash flow generation [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience and ability to navigate macroeconomic challenges, emphasizing the essential nature of their services [11][21] - The company plans to provide updated financial guidance reflecting the combined business in November, following a thorough review [16][17] Other Important Information - The company has established a dedicated integration management office to drive accountability and pace in the NV5 integration process [20] - Management highlighted the importance of retaining top talent from both organizations during the integration [19] Q&A Session Summary Question: Clarification on normalized business mix and its impact on margins - Management explained that the margin stability is typical, with slight variations due to seasonal work peaks in Q2 and Q3 [27][28] Question: Details on one-time costs and future benefits from business transformation - Management indicated ongoing costs related to public company build-up and acquisitions, with expectations of returning to normalized levels [30][31] Question: Insights on transformation and potential benefits - Management highlighted new end markets and cross-selling opportunities as key benefits from the acquisition [33][34] Question: Impact of economic slowdown on business - Management noted resilience across end markets, with some strain in the chemical sector but overall stability expected [50][52] Question: Strong call out work in the quarter - Management attributed strong call out work to specific projects, indicating it was not an abnormal variance [56][58]

Acuren-NV5 Transaction - The merger between Acuren and NV5 was announced on May 15, 2025, and closed on August 4, 2025 [12] - NV5 shareholders received $10.00 in cash and 1.1523 shares of Acuren stock for each NV5 share [12] - The transaction's enterprise value was approximately $1.7 billion, including the repayment of NV5's $208 million outstanding debt and the issuance of approximately 79 million Acuren shares to NV5 shareholders [12] - New debt financing of $875 million was used to fund the cash consideration, resulting in a net leverage ratio of 4.1x [12] Combined Company Financial Highlights - The combined company is expected to be a $2 billion+ revenue leader in tech-enabled TICC and engineering services [12] - Illustrative combined revenue for 2024 was $2.039 billion [29] - Illustrative combined revenue for the first half of 2025 was $1.034 billion, compared to $976.2 million for the first half of 2024 [30, 80] - Approximately 70% of the combined revenue is from the United States, and approximately 30% is from international markets [20] Legacy Acuren Q2 2025 Performance - Acuren's Q2 2025 revenue was $314 million, compared to $309 million in Q2 2024 [26] - Adjusted EBITDA for Q2 2025 was $54.561 million, compared to $59.111 million in Q2 2024 [71] - Adjusted Gross Profit for Q2 2025 was $90.320 million, with an Adjusted Gross Margin of 28.8% [69]