Cardinal Infrastructure Group: agrees to acquire HBC for $357,500,000

What happened

• On Oct 13, 2026 Cardinal Infrastructure Group Inc. entered into an Agreement and Plan of Merger to acquire HBC Holdco, Inc. and Hughes Brothers Construction Inc.; the parties executed Amendment No. 1 on Oct 18, 2026.
• The filing states HBC is headquartered in Wildwood, Florida and provides civil construction and infrastructure services in Central Florida. The transactions include pre-closing restructuring steps and two-step mergers intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

Key details

• Aggregate purchase price of approximately $357,500,000, subject to adjustment.
• Merger consideration: 60% cash equal to $214,500,000 and 40% stock equal to $143,000,000, based on a Signing Date VWAP of $27.21, which equals 5,255,420 shares of Cardinal common stock.
• Additional payment of up to $162,500,000 based on Adjusted Company EBITDA for the twelve months ending Jun 30, 2027; any earned Additional Payment payable 60% cash and 40% stock (up to approximately 2,388,827 shares based on the Signing Date VWAP).
• Cash consideration expected to be funded with cash on hand and borrowings under Cardinal’s subsidiaries’ credit facility. Closing is currently expected in the fourth quarter of 2026 and is subject to customary conditions including HSR clearance, absence of a Material Adverse Effect, accuracy of representations and warranties, and completion of the specified Restructuring and USC Contribution.
• The filing notes expected buyer-side representations and warranties insurance, restrictive covenant agreements with the Stockholders, and 180-day lock-up agreements on the stock consideration; Stockholders will become parties to an existing Registration Rights Agreement at Closing.

Why it may matter

• This report was filed under Item 1.01 (entry into a material definitive agreement) and includes related Item 3.02 (unregistered sales of equity securities), Item 7.01 (Regulation FD disclosure via press releases) and Item 9.01 (exhibits). This filing does not show why the insider traded or why the company acted.