Cardinal Infrastructure Group has entered into an amended agreement for its planned acquisition of Hughes Brothers Construction, maintaining the $357.5 million base purchase price while changing the mix of consideration to 60% cash and 40% Cardinal Class A common stock from an earlier 50-50 split.
Under the revised terms, Hughes Brothers’ owners are expected to receive approximately $214.5 million in cash and 5,255,420 Cardinal shares based on an issue price of $27.21 per share. The amendment also revises the earnout structure, allowing the sellers to receive up to $162.5 million based on Hughes Brothers’ adjusted EBITDA for the 12 months ending June 30, 2027.
The maximum earnout would also be paid 60% in cash and 40% in stock and could include approximately 2,388,827 additional shares at the same $27.21 issue price. Cardinal said it expects the acquisition to be immediately accretive to adjusted EBITDA per share.
Hughes Brothers generated an adjusted EBITDA margin of 25% on revenue of $220 million for the 12 months ended June 30, 2026 and had a backlog of approximately $350 million. The Central Florida contractor provides heavy civil and site-development services including underground utilities, site preparation, earthwork, sewer and gas-main installation, roadway construction, and related infrastructure work.
The transaction remains expected to close in the fourth quarter of 2026, subject to regulatory approvals and customary conditions. Cardinal plans to fund the cash portion with cash on hand and borrowings under its existing credit facility. The deal is intended to establish a scaled operating platform in fast-growing Central Florida and support Cardinal’s broader strategy to build a leading site-development business in the Southeast.
