Mistras Group, Inc. (NYSE:MG) entered into an agreement to acquire Onstream Pipeline Inspection Ltd. from Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT IV, L.P. a fund managed by Novacap Investments, Inc., Chad Niehaus and Gerry Wilkinson for approximately CAD 190 million.
December 12, 2018
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Mistras Group, Inc. (NYSE:MG) entered into an agreement to acquire Onstream Pipeline Inspection Ltd. from Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT IV, L.P. a fund managed by Novacap Investments, Inc., Chad Niehaus and Gerry Wilkinson for approximately CAD 190 million on December 13, 2018. The consideration paid includes CAD 187.15 million in cash and general indemnity holdback of CAD 2.74 million which is subject to a post- closing adjustment to the extent Onstream's working capital on the closing date is different than an agreed upon amount. The transaction is funded through Mistras credit facility and cash on hand. Mistras entered into a credit agreement with Bank of America, N.A., as agent for the lenders and a lender, and JPMorgan Chase Bank, N.A., Keybank National Association, Wells Fargo Bank, National Association and TD Bank, National Association, as lenders. The credit Agreement consists of CAD 400.84 million revolving line of credit and CAD 133.61 million senior secured term loan a facility, both with a maturity date of December 12, 2023. The amount of CAD 2.3 million will be held in escrow account under the escrow agent of Computershare Trust Company of Canada. Onstream's operating subsidiary entered into employment agreements with Chad Niehaus and Gerry Wilkinson and certain other members of its senior management as part of the acquisition. As of December 31, 2017, Onstream reported revenues of approximately CAD 35.67 million. Chad Niehaus, President and Chief Executive Officer and Gerry Wilkinson, co- founder and Chief Technology Officer of Onstream will continue to manage Onstream.
Robert W. Baird & Co. Incorporated acted as due diligence provider to Novacap. Charles Chevrette, Enda Wong, Julia Loney, Christian Abouchaker, Sophie Papineau-Wolf, Paul Boshyk, Janie Tremblay, Patrice Beaudin, Casey Halladay, Robert Shore, Mitchell Alison and Henry Krupa of McMillan LLP served as legal counsel to Novacap. Sheldon Nussbaum, Justin Pettigrew, Donald Ainscow, Kassy Corothers, Princess Fuller, Darren Hueppelsheuser, Sheldon Elefant, Brian Milne, Correna Jones, Ruoxi Wang, Elizabeth Williams, Iwan Davies, Michael Bolitho, Slade Rieger, Alan Harvie, Rujuta Patel, Christina Winger and Joe Mooney of Norton Rose Fulbright Canada LLP acted as legal counsel to Mistras. Ben Rikkers of Foley & Lardner LLP acted as US legal counsel to Novacap.
Mistras Group, Inc. (NYSE:MG) completed the acquisition of Onstream Pipeline Inspection Ltd. from Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT IV, L.P. a fund managed by Novacap Investments, Inc., Chad Niehaus and Gerry Wilkinson on December 13, 2018.
Mistras Group, Inc. is a provider of integrated technology-enabled asset protection solutions. The Companyâs segments include North America, International and Products and Systems. Its North America segment provides asset protection solutions in the United States and Canada, which consists primarily of non-destructive testing, inspection, mechanical and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. Its International segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America. Its Products and Systems segment designs, manufactures, sells, installs and services its asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
Mistras Group, Inc. (NYSE: MG) entered into an agreement to acquire Onstream Pipeline Inspection Ltd. from Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT IV, L.P. a fund managed by Novacap Investments, Inc., Chad Niehaus and Gerry Wilkinson for approximately CAD 190 million.