Orion Group Holdings Inc 8-K

What Happened Orion Group Holdings, Inc. announced and closed the acquisition (Purchase Agreement dated Feb. 3, 2026) of all capital stock of J.E. McAmis, Inc. and all membership interests in JEM Marine Leasing, LLC. The acquired companies provide jetty and breakwater construction, dredging, environmental restoration and rehabilitation, and dam and spillway construction. Orion funded the cash portion with cash on hand and approximately $46.9 million of borrowings under its UMB credit facility and amended the loan documents to add the acquired companies as guarantors effective Feb. 3, 2026.

Key Details

• Purchase price mix: $50.0 million cash (subject to adjustment), a $12.0 million unsecured subordinated 5‑year promissory note, and 182,392 shares of Orion common stock, plus contingent post‑closing cash payments tied to realized project profit.
• Promissory note: 6.0% annual interest, five equal principal+interest payments on each anniversary of closing (5-year schedule).
• Contingent payments: For the identified First Tranche backlog, no payment unless realized project profit ≥ $10.0M; if ≥ $10.0M, Orion pays $10.0M plus 40% of profit above $10.0M. For Second Tranche near‑term pursuits, Sellers receive 40% of realized project profit. Payments due after substantial completion of the applicable projects.
• Risk mitigation & governance: Orion obtained buyer-side representations & warranties insurance to cover certain losses from breaches by the sellers; Purchase Agreement contains customary reps, warranties, covenants and indemnities.

Why It Matters This transaction expands Orion’s capabilities and backlog in marine and heavy civil marine construction sectors (jetty/breakwater, dredging, environmental and dam/spillway work). For investors, key items to monitor are the funding and financial impact: the deal was partially financed with new borrowings that increase leverage, issuance of 182,392 shares (dilution), a $12M subordinated note, and potential contingent cash obligations (minimum $10M payable if First Tranche profit threshold met, plus additional profit‑based payouts). The R&W insurance reduces certain acquisition risk, but the contingent payouts and added guarantees under the credit agreement are material items that may affect Orion’s cash flow and leverage profile.