Cardinal Restructures $357.5M Hughes Brothers Deal: 60% Cash, Earnout Raised to $162.5M
CDNL is trading near its 52-week low of $14.09 (6.6% above the low) on elevated volume (3.7× avg).
Summary
Cardinal amended its $357.5 million Hughes Brothers acquisition to a 60% cash / 40% stock split, eliminated the collar, and raised the maximum earnout to $162.5 million. The stock is priced at a $27.21 VWAP versus today's $15.02, so real dilution depends on the share price at closing.
Key Events · M&A and Partnerships · CDNL
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Deal Terms Re-Cut to 60/40
Purchase price stays $357.5 million: $214.5 million cash (60%) plus $143.0 million in Class A stock (40%), replacing the prior 50/50 split.
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Collar Mechanism Eliminated
The Collar Cash Amount, Additional Shares, Floor Price and NASDAQ Share Cap provisions are deleted, and the 40% Equity Threshold Condition is removed as a closing condition.
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Earnout Raised to $162.5M
Maximum earnout rises from $97.5 million to $162.5 million, measured on adjusted EBITDA for the twelve months ending June 30, 2027, paid 60% cash / 40% stock; up to ~2,388,827 additional shares at $27.21.
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Stock Priced Well Above Market
The 5,255,420 shares are valued at a $27.21 Signing Date VWAP versus today's $15.02; at the current price the same $143.0 million would equate to roughly 9.5 million shares, so dilution depends on the price at closing.
Analysis · CDNL · Real Estate & Construction
Six days after announcing the $357.5 million Hughes Brothers acquisition, Cardinal re-cut its terms. Sellers now receive $214.5 million in cash and $143.0 million in stock (5,255,420 shares at a $27.21 VWAP) rather than a 50/50 split, and the collar that could have forced extra cash or shares is gone entirely. Simultaneously, the earnout was upsized from $97.5 million to $162.5 million and stretched to the twelve months ending June 30, 2027, with up to roughly 2.39 million more shares issuable at the maximum. The stock component is priced off a $27.21 VWAP versus today's $15.02 — a wide gap that means the fixed $143.0 million of stock now equates to far more shares than the 5.26 million stated if measured at the current price, so actual dilution at closing depends on where the shares trade. Cash funding shifts further onto the balance sheet and credit facility, and the deal still needs HSR clearance and is targeted to close in Q4 2026.
How filings like this one have moved
In the 30 days to Oct 19, 2026, 37.9% of the 895 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CDNL was trading at $15.02 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $694.1M. The 52-week trading range was $14.09 to $96.40. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.