Orion Group (ORN) investor relations material

Deal rationale and strategic fit

• Advances long-term growth strategy and strengthens competitive position in marine construction, expanding capabilities in jetty, breakwater, dredging, and environmental restoration, with a strong track record in complex projects.

• Extends and strengthens geographic footprint in Washington, Oregon, Canada, Florida, Alaska, and Hawaii, providing access to a $1.4 billion pipeline and strong client relationships with government agencies.

• Adds best-in-class jetty and breakwater construction capabilities and highly skilled operators, enhancing ability to serve a broader set of opportunities.

• Cultural alignment and shared values between teams were key criteria, with both organizations focused on safety, project excellence, and integrity.

• Augments equipment fleet with high-value marine assets, including Jones Act vessels, ABS barges, and cranes.

Financial terms and conditions

• Purchase price of $60 million, subject to customary adjustments, includes $46 million in cash (net of cash acquired), a $12 million 5-year subordinated promissory note at 6%, and $2 million in common equity.

• Additional contingent consideration: $10 million tied to project and backlog profits, plus a 40% profit share on select near-term pursuits.

• Cash at closing funded by a $40 million acquisition term loan, $6 million from a revolver, and credit facility, all maturing in 2030 at SOFR + 2.75%.

Synergies and expected cost savings

• Expected to be accretive to adjusted EBITDA and margin, with significant opportunities to leverage expertise and equipment across broader geographies.

• Adds strategic real estate and critical access to quarries in the Pacific Northwest.

• Limited cost synergies due to lean structure, but high cultural and values alignment anticipated to support smooth integration.