Cardinal Infrastructure Group Inc. (CDNL) Form 8-K — Oct 19, 2026
Cardinal Infrastructure Group (Nasdaq: CDNL) signed a merger agreement, amended October 18, to acquire Hughes Brothers Construction, a Central Florida civil construction and infrastructure firm, for approximately $357.5 million. Consideration is 60% cash ($214.5 million, funded with cash on hand and subsidiary credit facility borrowings) and $143.0 million in stock — about 5.26 million Class A shares at a $27.21 signing-date VWAP. Sellers can earn up to an additional $162.5 million tied to EBITDA for the twelve months ending June 30, 2027, paid 60/40 cash/stock, and face a 180-day lock-up on merger shares.
Key figures
- Deal Value Usd
- 357500000
- Gross Proceeds
- 0
- Offering Price
- 27.21
- Shares Offered
- 5255420
- Floor price
- 80% of Signing Date VWAP
- Lockup days
- 180
- Outside date
- November 30, 2026
- Expected closing
- Q4 2026
- Cash consideration
- $214.5 million (60% of purchase price)
- Earnout max shares
- 2388827
- Stock consideration value
- $143.0 million
- Net working capital target
- $24,052,000
- Additional payment earnout max
- $162.5 million based on Adjusted Company EBITDA for twelve months ending June 30, 2027
- Purchase price adjustment escrow
- $3,575,000
AI analysis
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