Monitor HSR clearance timeline and Q4 2026 closing. The earnout structure incentivizes Hughes Brothers' management to deliver strong 2027 EBITDA. Watch for integration updates and potential accretion details on Cardinal's next earnings call.
Price Chart
Executive Summary
Cardinal Infrastructure Group (CDNL) entered into a definitive agreement to acquire Hughes Brothers Construction Inc., a Central Florida heavy civil contractor, for $357.5 million. The consideration is 60% cash ($214.5 million) and 40% stock (5,255,420 shares at $27.21 per share), with an earnout of up to $162.5 million based on 2027 EBITDA. The acquisition is expected to close in Q4 2026 and be immediately accretive to adjusted EBITDA per share.
Key Financial Metrics
Key Facts
- Purchase price of $357.5 million for Hughes Brothers Construction Inc.
- Consideration: $214.5 million cash + 5,255,420 CDNL shares (60/40 split).
- Earnout up to $162.5 million based on Adjusted EBITDA for 12 months ending June 30, 2027.
- Hughes Brothers generated $220 million revenue and $55 million Adjusted EBITDA (25% margin) for TTM June 30, 2026.
- Backlog of approximately $350 million provides revenue visibility.
- Pro forma net leverage of 1.4x, below Cardinal's 2.5x target.
- Closing expected in Q4 2026, subject to HSR clearance and customary conditions.
- Sellers' stock subject to 180-day lock-up.
- Amendment on Oct 18 changed consideration from 50/50 to 60/40 cash/stock and revised earnout period to June 30, 2027.
Financial Impact
$357.5 million purchase price plus up to $162.5 million earnout = up to $520 million total consideration
Risk Factors
- Integration risk combining Hughes Brothers' operations with Cardinal's existing platform.
- Earnout targets may not be achieved, reducing total deal value.
- Stock consideration dilutes existing shareholders by ~5.3 million shares (plus up to ~2.4 million earnout shares).
- HSR clearance or other regulatory conditions could delay or prevent closing.
- Central Florida market concentration adds geographic risk.
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-424737 |
| Document: cdnl-20261013.htm | 0001193125-26-424737 |
| Document: cdnl-ex2_2.htm | 0001193125-26-424737 |
| Document: cdnl-ex99_2.htm | 0001193125-26-424737 |
| Document: cdnl-ex99_1.htm | 0001193125-26-424737 |
| Document: 0001193125-26-424737-index-headers.html | 0001193125-26-424737 |
| Document: 0001193125-26-424737-index.html | 0001193125-26-424737 |
| Document: 0001193125-26-424737.txt | 0001193125-26-424737 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | SC 13G | $15.20 | awaiting T+20 | — | $15.37 (+1.12%) |
Oct 19, 2026 8d ago | 8-K | $15.87 | awaiting T+20 | — | $15.37 (−3.15%) |
Oct 19, 2026 8d ago | Press Release | $15.87 | awaiting T+20 | — | $15.37 (−3.15%) |
Oct 13, 2026 14d ago | Press Release | $18.62 | awaiting T+20 | — | $15.37 (−17.45%) |
Oct 1, 2026 25d ago | 8-K | $30.73 | awaiting T+20 | — | $15.37 (−49.98%) |
Oct 1, 2026 25d ago | Press Release | $30.73 | awaiting T+20 | — | $15.37 (−49.98%) |
Aug 18, 2026 9w ago | Insider Cluster | $43.33 $31.75 | ▼ −26.73% | ▼ −25.89% | $15.37 (−64.53%) |
Aug 17, 2026 10w ago | Insider Cluster | $45.14 $33.64 | ▼ −25.49% | ▼ −24.50% | $15.37 (−65.95%) |
Aug 11, 2026 11w ago | 8-K | $38.27 $34.57 | ▼ −9.67% | ▼ −8.61% | $15.37 (−59.84%) |
Aug 11, 2026 11w ago | Press Release | $38.27 $34.57 | ▼ −9.67% | ▼ −8.61% | $15.37 (−59.84%) |
US Market Status
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