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
| Feb 7, 2014
Zaha Hadid's 'white crystal' petroleum research center taking shape in the desert [slideshow]
Like a crystalline form still in the state of expansion, the King Abdullah Petroleum Studies and Research Center will rise from the desert in dramatic fashion, with a network of bright-white, six-sided cells combining to form an angular, shell-like façade.
| Feb 6, 2014
End of the open workplace?
If you’ve been following news about workplace design in the popular media, you might believe that the open workplace has run its course. While there’s no shortage of bad open-plan workplaces, there are two big flaws with the now common claim that openness is bad.
| Feb 6, 2014
New Hampshire metal building awes visitors
Visitors to the Keene Family YMCA in New Hampshire are often surprised by what they encounter. Liz Coppola calls it the “wow factor.” “Literally, there’s jaw dropping,” says Coppola, director of financial and program development for the Keene Family YMCA.
| Feb 5, 2014
M&A activity down in 2013 among architecture, engineering firms: Report
In 2013, consultant Morrissey Goodale observed 168 sales of U.S.-based architecture and engineering (“A/E”) firms – down nearly 7% from the record 180 sales of U.S.-based A/E firms in 2012.
| Feb 5, 2014
BIA Opens Entries for 25th Annual Brick in Architecture Awards
Entries open on February 10 for the Brick Industry Association's (BIA) Brick in Architecture Awards. Celebrating its silver anniversary, BIA's annual honors spotlight outstanding, innovative and sustainable architecture that incorporates clay brick products as the predominant exterior building or paving material.
| Feb 5, 2014
Multifamily Housing, Green Building, Market Trends, Innovation to be Prime Topics at MBI’s World of Modular
More than 600 developers, contractors, architects, builders, dealers and equipment/service suppliers are expected at the event, slated for March 21-24 in San Antonio, Texas, and hosted by the Modular Building Institute.
| Feb 5, 2014
7 towers that define the 'skinny skyscraper' boom [slideshow]
Recent advancements in structural design, combined with the loosening of density and zoning requirements, has opened the door for the so-called "superslim skyscraper."
| Feb 4, 2014
World's fifth 'living building' certified at Smith College [slideshow]
The Bechtel Environmental Classroom utilizes solar power, composting toilets, and an energy recovery system, among other sustainable strategies, to meet the rigorous performance requirements of the Living Building Challenge.
| Feb 4, 2014
Must see: Student housing complex made with recycled shipping containers
Architect Christian Salvati's new structure is just the first step in bringing shipping container construction to New Haven, Conn.
| Jan 31, 2014
LEGO, Google partner to develop 3D modeling tool for LEGO structures
The free tool, called Build, allows Chrome users to create virtual 3D structures using any shape and color in the LEGO catalog.