Jacobs Engineering Group has entered into a definitive agreement to acquire the outstanding shares of CH2M Hill Companies, an Englewood, Colo.-based consulting and program management firm that is a leader in infrastructure, environmental, and government sectors.
Dallas-based Jacobs will finance this deal, valued at $3.27 billion (including assumption of $416 million of CH2M debt), with 60% cash and 40% stock. The firm has secured financing, including a $1.2 billion three-year term loan.
The acquisition is expected to close by the first quarter of 2018. It is subject to approval by CH2M’s shareholders that would own 15% of Jacobs’ stock upon consummation.
Jacobs is already a major player in the oil and chemicals sectors as a consultant, engineer, and project manager. Its other specialties include construction, aerospace, and defense.
In CH2M, Jacobs is acquiring a 71-year-old firm that is a leader in such areas as water infrastructure, transportation, industrial manufacturing, and environmental services.
CH2M, with more than 20,000 associates, is employee owned. It generates about $4.4 billion in annual revenue, with 73% of its business coming from consulting and program management. More than 70% of its clientele is local, state, or federal governments. Its adjusted cash flow, as of June 2017, was $323 million.
The combined company’s $15.1 billion in revenue could challenge AECOM as the world’s largest engineering firm, at a time when the Trump Administration has proposed, in general terms, an infrastructure construction and repair program in the U.S. that would include $1 trillion in public and private funding over a decade.
The combined company would be more heavily weighted toward building and infrastructure than Jacobs is currently. And the combination would surpass AECOM in global design revenue ($10 billion vs. $7.4 billion).
Buildings & Infratstructure would be a bigger part of Jacobs' portfolio if its merger with CH2M goes through. Image: Jacobs
“This is a major milestone for Jacobs and the industry,” proclaimed Steve Demetriou, Jacobs’ Chairman and CEO, during a webcast to provide analysts with details about the agreement. Demetriou was joined by Bob Pragada, President of Jacobs’ Buildings and Infrastructure & Industrial business unit; and Kevin Berryman, the firm’s EVP and CFO.
None of CH2M’s corporate officials participated in the webcast, and it’s not clear who from CH2M’s C-Suite would be staying on, or whether Jacobs intended to use CH2M’s brand for marketing purposes.
Demetriou did say, though, that one of Jacobs’ top priorities is “retaining talent,” and that the combination would create “career development opportunities” for the combined company’s employees. He also stated that it was not Jacobs’ intention to simply fold CH2M into its operations, but to take advantage of each company’s strengths to become “a premier end-to-end global solutions provider.”
Jacobs has formed an Integration Management Office, led by Gary Mandel and Lisa Glatch, EVPs with Jacobs and CH2M, respectively. The firm has also hired an outside consultant (which it did not identify during the webcast) to assist the merger. Demetriou will chair an executive steering committee set up to ensure a smooth transition and integration.
Another priority is to deliver cost and cost synergies. Jacobs executives made the point several times that there is minimal overlap in Jacobs’ and CH2M’s clientele and markets, and that both companies have pursued relatively low-risk business strategies that focus on profitability and margins. Pragada pointed specifically to Buildings, Infrastructure, Aerospace, and Technology as “higher margin” sectors that the combined company would pursue.
However, there will be streamlining if this deal goes through. Berryman said Jacobs projects this combination to produce $150 million in annual cost savings by its second full year. Berryman said “at least” 50 of the two firms’ locations worldwide present “combination opportunities.”
During the webcast, some analysts expressed skepticism about this merger, based on past AEC deals that didn't pan out as advertised, and on the fact that this deal makes Jacobs more design oriented.
Executives at Jacobs—which during its history has acquired more than 70 companies—countered that this deal has undergone extensive due diligence of all of CH2M’s projects. More to the point, they said the acquisition is a good fit for Jacobs’ broader three-year strategic growth initiative that began last year.
Demetriou assured analysts that his company has “the accountable leadership in place” to execute the CH2M deal, and to “create a new industry leader and stronger partner.”
Related Stories
Healthcare Facilities | Aug 28, 2015
Shhh!!! 6 ways to keep the noise down in new and existing hospitals
There’s a ‘decibel war’ going on in the nation’s hospitals. Progressive Building Teams are leading the charge to give patients quieter healing environments.
Mixed-Use | Aug 26, 2015
Innovation districts + tech clusters: How the ‘open innovation’ era is revitalizing urban cores
In the race for highly coveted tech companies and startups, cities, institutions, and developers are teaming to form innovation hot pockets.
Building Enclosure Systems | Aug 11, 2015
Deriving value from coordinated building enclosure shop drawings
Building enclosure shop drawings play a critical role in guarding against common performance, cost, and schedule pitfalls associated with the transitions between adjacent enclosure components. Engineers with Simpson Gumpertz & Heger provide tips for success.
Giants 400 | Aug 7, 2015
GOVERNMENT SECTOR GIANTS: Public sector spending even more cautiously on buildings
AEC firms that do government work say their public-sector clients have been going smaller to save money on construction projects, according to BD+C's 2015 Giants 300 report.
Giants 400 | Aug 7, 2015
K-12 SCHOOL SECTOR GIANTS: To succeed, school design must replicate real-world environments
Whether new or reconstructed, schools must meet new demands that emanate from the real world and rapidly adapt to different instructional and learning modes, according to BD+C's 2015 Giants 300 report.
Giants 400 | Aug 7, 2015
MULTIFAMILY AEC GIANTS: Slowdown prompts developers to ask: Will the luxury rentals boom hold?
For the last three years, rental apartments have occupied the hot corner in residential construction, as younger people gravitated toward renting to be closer to urban centers and jobs. But at around 360,000 annual starts, multifamily might be peaking, according to BD+C's 2015 Giants 300 report.
Giants 400 | Aug 7, 2015
UNIVERSITY SECTOR GIANTS: Collaboration, creativity, technology—hallmarks of today’s campus facilities
At a time when competition for the cream of the student/faculty crop is intensifying, colleges and universities must recognize that students and parents are coming to expect an education environment that foments collaboration, according to BD+C's 2015 Giants 300 report.
Giants 400 | Aug 7, 2015
RECONSTRUCTION AEC GIANTS: Restorations breathe new life into valuable older buildings
AEC Giants discuss opportunities and complications associated with renovation, restoration, and adaptive reuse construction work.
Giants 400 | Aug 6, 2015
BIM GIANTS: Robotic reality capture, gaming systems, virtual reality—AEC Giants continue tech frenzy
Given their size, AEC Giants possess the resources and scale to research and test the bevy of software and hardware solutions on the market. Some have created internal innovation labs and fabrication shops to tinker with emerging technologies and create custom software tools. Others have formed R&D teams to test tech tools on the job site.
Giants 400 | Aug 6, 2015
GIANTS 300 REPORT: Top 80 Healthcare Engineering Firms
AECOM, Jacobs, and Burns & McDonnell top Building Design+Construction's 2015 ranking of the largest healthcare engineering and engineering/architecture firms in the U.S.