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
K-12 Schools | Feb 26, 2015
Construction funding still scarce for many school districts
Many districts are struggling to have new construction and renovation keep pace with student population growth.
K-12 Schools | Feb 26, 2015
D.C.'s Dunbar High School is world's highest-scoring LEED school, earns 91% of base credits
The 280,000-sf school achieved 91 points, out of 100 base points possible for LEED, making it the highest-scoring school in the world certified under USGBC’s LEED for Schools-New Construction system.
K-12 Schools | Feb 25, 2015
Polish architect designs modular ‘kids city’ kindergarten using shipping container frames
Forget the retrofit of a shipping container into a building for one moment. Designboom showcases the plans of Polish architect Adam Wiercinski to use just the recycled frames of containers to construct a “kids city.”
Industrial Facilities | Feb 24, 2015
Starchitecture meets agriculture: OMA unveils design for Kentucky community farming facility
The $460 million Food Port project will define a new model for the relationship between consumer and producer.
University Buildings | Feb 23, 2015
Future-proofing educational institutions: 5 trends to consider
In response to rapidly changing conditions in K-12 and higher education, institutions and school districts should consider these five trends to ensure a productive, educated future.
Office Buildings | Feb 23, 2015
The importance of quiet and the consequences of distraction
Recent work style studies show that the average knowledge worker spends 25-35% of their time doing heads-down focused work. Once thrown off track, it can take some 23 minutes for a worker to return to the original task.
Modular Building | Feb 23, 2015
Edge construction: The future of modular
Can innovative project delivery methods, namely modular construction, bring down costs and offer a solution for housing in urban markets? FXFOWLE’s David Wallance discusses the possibilities for modular.
| Feb 23, 2015
6 trends changing the way city dwellers live
Across the cultural grid, from food to retail to transportation, America's urban areas are already undergoing a major metamorphosis. Here are the six major trends shaping our cities, from Fast Company.
Contractors | Feb 23, 2015
Rising Nonresidential Construction Index comes with struggles, FMI reports
Construction companies face the challenge of having enough people to keep up with increasing backlogs.
Green | Feb 23, 2015
State of the green union, and the next big shift in sustainability
The history of the green movement offers cues that we are on the precipice of another significant shift in the green union.