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Cardinal Infrastructure Group (CDNL) Enters into Amended Agreement for Acquisition of Hughes Brothers Construction Inc.

CDNL
  • Cardinal Infrastructure Group amended its agreement to acquire Hughes Brothers Construction Inc. for a total purchase price of $357.5 million.
  • The consideration structure changed to 60% cash & 40% Cardinal Class A common stock, compared to the previous 50/50 split.
  • Sellers will receive approximately $214.5 million in cash & 5,255,420 Cardinal Class A shares based on an issue price of $27.21 per share.
  • The revised earnout allows sellers to receive up to $162.5 million based on 12 months of adjusted EBITDA ending June 30, 2027, payable 60% in cash & 40% in stock.
  • The maximum earnout could include up to approximately 2,388,827 additional Cardinal Class A shares at the $27.21 issue price.
  • Hughes Brothers reported $220 million in revenue & a 25% adjusted EBITDA margin for the 12 months ended June 30, 2026.
  • The acquisition adds a $350 million backlog & establishes a scaled platform in Central Florida to support Cardinal's Southeast growth strategy.
  • Cardinal expects the deal to be immediately accretive to adjusted EBITDA per share.
  • The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approvals & customary closing conditions.
  • Cash consideration will be funded using existing cash on hand & borrowings under Cardinal's current credit facility.