RALEIGH — Raleigh-based Cardinal Infrastructure Group has amended its agreement to acquire Florida’s Hughes Brothers Construction, raising the transaction’s maximum potential value to $520 million while increasing the cash portion of the base purchase price.
The base purchase price remains $357.5 million. Under the revised agreement, Cardinal would pay 60% in cash and 40% in stock, compared with an even cash-stock split in the original agreement. That changes the planned consideration to about $214.5 million in cash and $143 million in Cardinal shares.
The amendment also raises the maximum performance-based payment to $162.5 million from $97.5 million. If the full earnout is achieved, total consideration would reach $520 million, up from a potential $455 million under the original terms.
The revised earnout will be based on Hughes Brothers’ adjusted earnings before interest, taxes, depreciation and amortization for the 12 months ending June 30, 2027. It would be paid 60% in cash and 40% in Cardinal stock. The amended agreement values the stock portion at $27.21 per share and calls for 5,255,420 shares at closing, with as many as 2,388,827 additional shares tied to the earnout.
For Cardinal, the change increases the cash portion of the base purchase price by $35.75 million while reducing the stock issued at closing. The company said the cash portion would be funded with cash on hand and borrowings under its existing credit facility.
Hughes Brothers is a Central Florida heavy-civil and site-development contractor with more than 500 employees. The business generated about $220 million in revenue and $55 million in adjusted EBITDA during the 12 months ended June 30, 2026, according to Cardinal’s filing. Its backlog was about $350 million.
The acquisition would establish a Central Florida operating platform for Cardinal, whose headquarters are in Raleigh. Cardinal provides site-development and infrastructure services across the Southeast, including underground utilities, grading, clearing, erosion control, drilling, blasting and paving.
The transaction is still expected to close in the fourth quarter, subject to regulatory approvals and other closing conditions. Cardinal’s Oct. 19 Form 8-K provides the amended terms. Triangle Business Journal independently reported the underlying $357.5 million acquisition and Cardinal’s Raleigh connection.
Image: Cardinal Infrastructure construction workers at an active civil site. Cardinal Infrastructure Group/NC Business Desk.