Orion Group Holdings Inc (ORN): M&A transaction — Orion completes $60M acquisition of J.E. McAmis, strengthens heavy marine construction

Orion Group Holdings Inc

Acquired J.E. McAmis for approx. $60M: $46M net cash (from credit facility), $12M 5-yr 6% note, $2M stock, plus contingent payments up to $10M and 40% profit share.
Adds strategic Jones Act marine assets, jetty/breakwater capabilities, and $1.4B opportunity pipeline; expected accretive to FY2026 adjusted EBITDA.
Transaction funded with $46.9M borrowings under UMB credit agreement; Orion issued 182,392 shares to sellers via Section 4(a)(2) exemption.
J.E. McAmis has strong ties with U.S. Dept of Defense and Army Corps of Engineers; owns marine & real estate assets valued at $34M.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Orion Group Holdings Inc incurred credit facility of approximately $46.9 million with UMB Bank, N.A..

Instrument: credit facility
Principal: approximately $46.9 million
Counterparty: UMB Bank, N.A.
Event: incurrence

Exact text from the filing

The Cash Consideration and related expenses was funded with cash on hand and borrowings of approximately $46.9 million under Orion’s Credit Agreement (as amended, modified, supplemented or amended and restated from time to time, the “UMB Credit Agreement”), dated as of December 23, 2025, with the lenders party thereto, and UMB Bank, N.A., as Administrative Agent and Issuing Bank.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Orion Group Holdings Inc incurred loan of $12.0 million with Sellers at 6.0% maturing five years from the closing date.

Instrument: loan
Principal: $12.0 million
Counterparty: Sellers
Rate: 6.0%
Maturity: five years from the closing date
Event: incurrence

Exact text from the filing

and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and 182,392 shares of Orion’s common stock, $0.01 par value per share (the “Common Stock”), calculated as

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Orion Group Holdings Inc completed an acquisition involving Sellers (Shareholders, Members, and Beneficial Owners) for $50.0 million in cash (closed 2026-02-03).

Action: acquisition
Counterparty: Sellers (Shareholders, Members, and Beneficial Owners)
Consideration: $50.0 million in cash
Closing: 2026-02-03

Exact text from the filing

Sellers. The Purchase Agreement provides that Orion will acquire on the closing date all of the issued and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Orion Group Holdings Inc entered into Securities Purchase Agreement with Sellers (Shareholders, Members, Beneficial Owners), and Scott M. Vandegrift as representative valued at $50.0 million in cash; $12.0 million unsecured subordinated 5-year promissory note; 182,392 shares o (effective 2026-02-03).

Action: entry
Agreement: asset purchase
Counterparty: Sellers (Shareholders, Members, Beneficial Owners), and Scott M. Vandegrift as representative
Value: $50.0 million in cash; $12.0 million unsecured subordinated 5-year promissory note; 182,392 shares o
Effective: 2026-02-03

Exact text from the filing

On February 3, 2026, Orion Group Holdings, Inc. (“Orion”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) and completed an acquisition (the “Acquisition”) of all of the capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Orion Group Holdings Inc entered into First Amendment to the Loan Documents with guarantors party to the UMB Credit Agreement, lenders party thereto, UMB Bank, N.A., as administrative agent, and the Acquired Companies valued at approximately $46.9 million under Orion’s Credit Agreement (effective 2026-02-03).

Action: entry
Agreement: credit facility
Counterparty: guarantors party to the UMB Credit Agreement, lenders party thereto, UMB Bank, N.A., as administrative agent, and the Acquired Companies
Value: approximately $46.9 million under Orion’s Credit Agreement
Effective: 2026-02-03

Exact text from the filing

On February 3, 2026, Orion, the guarantors party to the UMB Credit Agreement, lenders party thereto and UMB Bank, N.A., as administrative agent and the Acquired Companies entered into a First Amendment to the Loan Documents, dated effective February 3, 2026 (the “First Amendment”)

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102 debt financings filed in the last 30 days. Browse all debt financings →

Orion Group Holdings Inc filing history →

Source: SEC EDGAR

accession 0001402829-26-000003

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