8-K: Orion Acquires J.E. McAmis, Boosts Marine Construction

Orion Group Holdings strengthens its marine construction capabilities and geographic footprint with the acquisition of J.E. McAmis for approximately $60 million, expecting accretion to 2026 adjusted EBITDA.

Summary

• Orion Group Holdings, Inc. acquired J.E. McAmis, Inc. and JEM Marine Leasing, LLC (collectively, J.E. McAmis) for approximately $60 million, net of cash acquired.
• The acquisition consideration includes $46 million in cash, a $12 million unsecured subordinated 5-year promissory note bearing 6.0% annual interest, and 182,392 shares of Orion common stock valued at $2 million.
• Contingent payments are structured based on realized project profit from identified backlog contracts and near-term pursuits, with specific thresholds and percentages.
• J.E. McAmis specializes in jetty and breakwater construction, dredging, environmental restoration and rehabilitation, and dam and spillway construction.
• The transaction was funded with cash on hand and approximately $46.9 million borrowed under Orion's existing UMB Credit Agreement.
• J.E. McAmis, Inc. and JEM Marine Leasing, LLC have joined Orion's UMB Credit Agreement loan documents as guarantors and collateral providers.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strategically sound acquisition that enhances Orion's core capabilities and market position, with management expressing strong confidence in its accretive financial impact and long-term growth potential.

Positives

• Advances Orion's long-term strategic growth plan and fortifies its competitive position ahead of significant marine opportunities.
• Strengthens Orion's marine construction business with best-in-class jetty and breakwater construction capabilities and a proven track record in complex project delivery.
• Enhances Orion's equipment fleet with strategic, Jones Act marine assets and adds strategic real estate and critical access to quarries in the Pacific Northwest.
• Extends and strengthens Orion's geographic footprint into Washington, Oregon, Canada, Florida, Alaska, and Hawaii.
• J.E. McAmis brings strong client relationships with the U.S. Department of Defense and U.S. Army Corps of Engineers.
• The acquisition is expected to be accretive to Orion's 2026 adjusted EBITDA and margin.
• J.E. McAmis has a robust $1.4 billion pipeline of opportunities and a $24 million backlog as of December 31, 2025.

Risks

• The anticipated benefits of the acquisition may not be fully realized or may take longer to realize than expected.
• The integration of J.E. McAmis's business may be more costly or take longer than expected.
• Challenges in the ability to hire and retain key J.E. McAmis personnel.
• Potential difficulties in maintaining the quality and profitability of existing J.E. McAmis service offerings and expanding the business.
• Risks related to maintaining favorable relations with key business partners, customers, suppliers, and vendors of J.E. McAmis.

Future Outlook

Orion expects the acquisition to be accretive to its 2026 adjusted EBITDA and margin. Comprehensive consolidated full-year 2026 financial guidance will be provided in connection with the full-year 2025 and fourth-quarter 2025 earnings announcement.

Management Comments

• "We are very pleased to welcome the J.E. McAmis team to Orion... This acquisition reflects the disciplined execution of our strategy to be the premier marine construction contractor in attractive end markets delivering long-term shareholder value." Travis Boone, President and Chief Executive Officer of Orion.
• "We are proud of what our J.E. McAmis team has built and we believe Orion is the right company to carry that legacy forward. Their scale, capabilities, and commitment to predictable excellence create a strong platform for our people and customers, and we believe this combination positions the business for sustainable long-term growth." John McAmis, President of J.E. McAmis, Inc.

Industry Context

StockSavvy.ai notes that this acquisition positions Orion to capitalize on anticipated growth in marine infrastructure and environmental restoration projects, particularly those involving government agencies like the U.S. Department of Defense and U.S. Army Corps of Engineers. The addition of specialized jetty and breakwater capabilities, coupled with strategic Jones Act marine assets, enhances Orion's competitive edge in a market driven by coastal resilience, port modernization, and environmental mandates.

Legal Proceedings

• No current or threatened legal actions or governmental orders against J.E. McAmis are disclosed.
• No events have occurred or circumstances exist that would reasonably be expected to give rise to any such legal actions.

Related Party Transactions

• All related party arrangements between J.E. McAmis and any Related Party are to be terminated in full as of the Closing Date.
• Evidence of such termination will be delivered to Buyer.

Stakeholder Impact

• Shareholders are expected to benefit from the acquisition being accretive to adjusted EBITDA and margin, and from the long-term strategic growth and enhanced competitive position.
• J.E. McAmis employees are welcomed to Orion, with commercially reasonable efforts to provide comparable base salary/wages, target bonus opportunities, retirement, and welfare benefits for 180 days post-closing.
• Customers are expected to benefit from increased scale, capacity, new capabilities, and a broader set of service offerings.
• Creditors may see an impact on Orion's overall debt profile due to the utilization of the credit facility for funding and the acquired companies becoming guarantors.

Next Steps

• Orion will provide comprehensive consolidated full-year 2026 financial guidance in connection with its full-year 2025 and fourth-quarter 2025 earnings announcement.
• Buyer and Seller Parties will cooperate to effect the cancellation and release of Seller Parties from Personal Guarantees.
• Seller Parties will deliver evidence of cancellation and release of certain Permitted Liens within 30 days following the Closing.
• Seller Parties will use reasonable best efforts to cooperate with Buyer to secure a long-term extension and/or amendment of the Skaglund Quarry Lease.
• Buyer and Seller Parties will cooperate to effect the reinstatement, cancellation, termination, and non-renewal of Residential Leases, if requested by Buyer.

Key Dates

Recommendation

The acquisition of J.E. McAmis is a strategic move that significantly enhances Orion's marine construction capabilities, expands its geographic reach, and strengthens its position in attractive end markets. The expected accretion to adjusted EBITDA and margin, coupled with a robust opportunity pipeline, suggests a positive financial impact. While integration risks exist, the overall strategic fit and anticipated benefits make this a compelling growth opportunity for Orion.

Keywords

Orion Group Holdings, J.E. McAmis, Acquisition, Marine Construction, Dredging, Jetty Construction, Breakwater Construction, Environmental Restoration, Dam Construction, Spillway Construction, Heavy Civil Contractor, Jones Act Vessels, SEC Filing, 8-K, Corporate Strategy, EBITDA Accretion