Bird to Acquire Canada's Largest Marine Infrastructure, Land Foundation and Dredging Company for $82.3 Million; Catalyst for Future Growth

Executive Summary

• Bird Construction Inc. has entered into a definitive share purchase agreement to acquire Fraser River Pile & Dredge (FRPD) for an estimated aggregate consideration of $82.3 million.
• The acquisition adds national marine construction, land foundation, and dredging self-perform capabilities to Bird’s portfolio, targeting enhanced Adjusted EBITDA margins and 7% Adjusted EPS accretion on a full-year basis.
• The transaction is expected to close in early Q4 2025, pending regulatory approvals, and will be funded through a new $215.6 million term loan facility.

Key Details

• Transaction Structure: Bird will acquire all issued and outstanding shares of FRPD for estimated aggregate consideration of $82.3 million, exclusive of future synergies.
• Purchase Price Multiple: Implied purchase multiple of 4.1x FRPD’s projected full-year 2025 Adjusted EBITDA.
• Target Company Profile: FRPD is Canada’s oldest and largest privately-owned marine construction, land foundation, and dredging company, founded in 1911, with over 300 personnel and a versatile marine/land equipment fleet.
• Strategic Rationale: Adds national marine infrastructure and land foundation expertise; increases exposure to secular tailwinds in infrastructure, port expansion, transportation, trade, defense, and energy; enhances Bird’s Infrastructure vertical (its fastest-growing business).
• Financial Impact:
  • Expected to be accretive to Bird's Adjusted EPS by approximately 7% on a full-year basis compared to 2025 consensus estimates.
  • Pro forma revenue for FRPD expected to be approximately $160 million.
  • Pro forma Adjusted EBITDA for FRPD expected to be approximately $20 million.
  • Strong backlog and pipeline, including a long-term dredging contract, expected to support further EBITDA growth.
• Financing:
  • Cash consideration of $82.3 million subject to customary purchase price adjustments.
  • Funded through a new term debt facility negotiated in connection with the acquisition.
  • Bird amended its Syndicated Credit Facility, extending maturity to September 2028.
  • Replacement of existing term loans with a new $215.6 million term loan facility to repay existing term loans, fund the acquisition, and repay a portion of existing non-current revolving debt.
  • 10% of the new term loan facility is repayable annually in quarterly installments.
  • Bird expects debt ratios to remain consistent with longstanding low-leverage practice.
• Closing Conditions: Subject to approval under the Competition Act (Canada) and satisfaction of other customary closing conditions.
• Expected Closing: Early in the fourth quarter of 2025.
• Advisors: Raymond James Ltd. acting as exclusive financial advisor to Bird; Osler Hoskin & Harcourt LLP acting as legal counsel to Bird.

Notable Quotes

• Teri McKibbon, President and CEO of Bird: “FRPD is expected to be a catalyst for future growth, similar to our prior acquisitions. The addition of unique self-perform capabilities to Bird’s already extensive portfolio of operating locations provides Bird with a more comprehensive platform to support larger-scale projects for public and private clients across Canada.”
• Sarah Clark, President and CEO of FRPD: “The acquisition by Bird is a pivotal part of FRPD’s nearly 115-year journey, as we combine our service offerings with a company that has been a driving force behind shaping the Canadian landscape for over 100 years.”