WSP to acquire TRC, supercharging its leading position in the Power & Energy sector

Executive Summary

• WSP Global Inc. announced a definitive agreement to acquire TRC Companies for a cash purchase price of US $3.3 billion (≈ CAD $4.5 billion).
• The transaction is expected to be low‑ to mid‑single‑digit percentage accretive to WSP’s adjusted EPS before synergies and high‑single‑digit accretive after full cost‑synergy realization.
• Funding will come from a US $3.3 billion committed acquisition term loan, an equity raise of ≈ CAD $850 million (US $732 million bought‑deal public offering at $232.80 per share plus a CAD $118 million private placement to La Caisse), and optional over‑allotment/exercise features.

Key Details

• Acquisition Target: TRC Companies, a U.S. Power & Energy engineering firm (~8,000 employees).
• Purchase Price: US $3.3 billion (≈ CAD $4.5 billion at $1.3762 USD/CAD).
• Valuation Multiples: 14.5× TRC’s FY2026 pre‑IFRS16 Adjusted EBITDA (pre‑synergies) and 12.5× post‑synergy.
• Synergies & Accretion:
• Expected cost synergies > 3% of TRC net revenues, fully realized by 2027; half expected within the first 12 months after closing.
• Low‑ to mid‑single‑digit % accretive to adjusted EPS before synergies; high‑single‑digit % accretive after synergies (2027).
• Financing Structure:
• Debt: US $3.3 billion senior unsecured non‑revolving term loan (Committed Acquisition Financing) arranged by CIBC and JP Morgan.
• Equity: CAD $850 million total – $732 million bought‑deal public offering of 3,145,000 shares at $232.80 per share; $118 million concurrent private placement to La Caisse at the same price.
• Over‑allotment option for underwriters up to 15% of the public offering; additional subscription option for La Caisse up to 15% of its placed shares.
• Use of Proceeds: Net proceeds from the equity financing will be applied partially to fund the cash purchase price and related transaction costs, thereby reducing drawdowns on the committed debt facility.
• Closing Timeline: Subject to customary conditions and regulatory approvals; expected completion in Q1 2026 (targeted March 28 2026).
• Pro Forma Financial Impact:
• Pro forma Net Debt/Adjusted EBITDA ratio projected at ~2.4× at closing, targeting < 2.0× within 12 months.
• Combined pro‑forma net revenues (WSP + TRC) ≈ CAD $15.3 billion for the trailing twelve months ending September 27 2025.
• Strategic Rationale:
• Positions WSP as the largest engineering and design firm in the U.S. by revenue (~27,000 employees).
• Expands advisory, program‑management, digital, water, infrastructure, and environmental capabilities.
• Increases U.S. Power & Energy exposure to ~34% of U.S. net revenues; overall Americas contribution to global net revenues ≈ 66%.
• Related Party Note: La Caisse already holds >10% of WSP common shares; the private placement is a related‑party transaction but does not exceed 25% of market cap, qualifying for exemption under MI 61‑101.

Notable Quotes

“The proposed Acquisition of TRC is a defining moment in the execution of WSP’s 2025‑2027 Strategic Plan… it will cement WSP as the Power & Energy consulting leader in the U.S. and globally.” – Alexandre L’Heureux, President & CEO, WSP

“With this investment, La Caisse once again demonstrates its ongoing commitment to WSP… accelerating the development of its Energy offering, a sector with strong potential.” – Kim Thomassin, EVP & Head of Québec, La Caisse