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

WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”), one of the world’s leading professional services firms, proudly announces it has entered into an agreement to acquire TRC Companies (“TRC”), a premier U.S. Power & Energy brand delivering end-to-end solutions that support the full infrastructure lifecycle (the “Acquisition”), currently majority-owned by funds managed by Warburg Pincus LLC. The proposed Acquisition, for a total cash purchase price of US$3.3 billion (approximately $4.5 billion based on the exchange rate of $1.3762 USD/CAD as of December 15, 2025), marks a significant step on WSP’s journey to achieve its 2025-2027 Global Strategic Action Plan. The proposed Acquisition will position WSP as the largest engineering and design firm in the U.S., supercharging its Power & Energy offering and enhancing its capabilities across Water, Infrastructure, and Environment.

Based in Windsor, Connecticut, TRC has been a pioneer in adaptability and innovation for more than 55 years. TRC has established itself as a leader and recognized strategic advisor in the engineering and consulting industry, maintaining deep, long-term relationships with blue-chip utilities. Its team of approximately 8,000 employees offers an integrated approach that delivers long-term value for clients facing complex infrastructure and energy challenges.

The proposed Acquisition complements WSP’s offering in attractive market sectors, will expand its client relationships, and enhance its capabilities throughout the project lifecycle, notably with a portfolio of advisory practices tailored to utilities and program management expertise. It will also create potential cross-selling opportunities across power engineering, environmental solutions, and advisory services. At the same time, TRC will bring a shared commitment to innovation and operational excellence, with investments in digital solutions and a highly skilled workforce—further amplifying WSP’s ability to deliver integrated, future-forward solutions.

“The proposed Acquisition of TRC is a defining moment in the execution of WSP’s 2025-2027 Strategic Plan. Building on our track record of excellence and compounding financial performance, this strategic move will cement WSP as the Power & Energy consulting leader in the U.S. and globally. Joining forces will position our business for accelerated organic growth and create an integrated platform with industry-leading capabilities in advisory, engineering, and program management. With TRC's highly complementary expertise in power delivery, transmission, distribution, and advisory services, our combined offering will cover the entire utility and infrastructure value chain. Together, we are poised to deliver more complex projects and offer expanded end-to-end services to help solve our clients’ critical needs, from aging infrastructure to grid modernization and electrification,” commented Alexandre L’Heureux, President and Chief Executive Officer of WSP.

Also commenting on the Acquisition, Christopher P. Vincze, Chairman and Chief Executive Officer of TRC, said: “The joining of our two firms will create significant and exciting opportunities for our people, our clients and the communities in which we live and work. With TRC’s innovative, technology-oriented power business, underscored by an advanced use of digital, we will significantly strengthen WSP’s Power & Energy offering. Additionally, TRC’s globally recognized Environmental & Infrastructure business, which is the seed from which TRC grew, will enhance WSP’s capabilities across Water, Infrastructure and Environment. Our combined skill sets will elevate us to better support, over the next decade and beyond, our people and planet as we face unprecedented growth of power needs on the back of ongoing electrification, the re-emergence of domestic manufacturing in the U.S. and the continued growth of infrastructure. We were an early pioneer in the utility sector and continue to be a trusted thought partner, working to create, implement and manage complex strategies and programs to meet the country’s power needs. TRC’s people continue to be passionate about making the world a better place, and this next chapter will allow us to come together with WSP in a very exciting way to further that goal.”

Reflecting on their investment, Kim Thomassin, Executive Vice President and Head of Québec at La Caisse said: “With this investment, La Caisse once again demonstrates its ongoing commitment to WSP, helping to position the company as a leader in engineering and design in the United States and globally, while accelerating the development of its Energy offering, a sector with strong potential. This transaction is at the core of our strategy to support the international expansion of companies firmly rooted in Québec and to give them the means to achieve sustainable growth.”

FINANCIAL HIGHLIGHTS

• Proposed Acquisition of TRC for a total cash purchase price of US$3.3 billion (approximately $4.5 billion based on the exchange rate of $1.3762 USD/CAD as of December 15, 2025).
• Acquisition price represents 14.5x TRC’s Pre-IFRS 16 CY2026E Adjusted EBITDA  pre-synergies and 12.5x after including run-rate synergies.  (TRC’s Pre-IFRS 16 Adjusted EBITDA and earnings before net interest and income tax for the financial year ended June 30, 2025 were approximately US$192.3 million ($268.5 million) and US$87.5 million ($122.1 million), respectively).
• Expected to be low-to-mid single-digit percentage accretive to WSP’s adjusted net earnings per share before synergies. WSP expects 2027 Accretion (as defined below) to be high single-digit percentage accretive once cost synergies are fully realized (WSP’s basic net earnings per share attributable to shareholders and adjusted net earnings per share were $5.40 and $8.05 respectively, for the financial year ended December 31, 2024).^2,9
• Expected cost synergies to exceed 3% of TRC’s net revenues for the financial year ended June 30, 2025⁷, plus potential cross-selling revenue synergy opportunities in alignment with our POWER Engineers experience (TRC's net revenues and revenues for the financial year ended June 30, 2025 were approximately US$1,192.2 million and US$1,498.9 million, respectively).⁸
• Transaction to be financed with US$3.3 billion of Committed Acquisition Financing (as defined below).
• Estimated pro forma Net Debt to Adjusted EBITDA ratio6 of ~2.4x upon closing of the Acquisition with the expectation to return to below 2.0x within 12 months⁶ (WSP's net debt to adjusted EBITDA ratio for the trailing twelve-month period ended September 27, 2025 was 1.4x and adjusted EBITDA and earnings before net financing expense and income taxes for the same period were approximately $2,501.4 million and $1,481.0 million, respectively).
• Equity raise of approximately $850 million: $732 million bought deal public offering and approximately $118 million private placement of common shares of WSP (“Common Shares”) expected to close on or about December 22, 2025, with a corresponding reduction of the amounts drawn from the Committed Acquisition Financing. WSP may also opportunistically access debt capital markets to repay a further portion of the Committed Acquisition Financing should market conditions be favourable.

WEBCAST

WSP will host a webcast today at 4:45 p.m. (Eastern Daylight Time) to discuss the Acquisition. Exceptionally, there will be no question-and-answer session, given the concurrent equity offering.

To join the webcast, please register at https://www.icastpro.ca/rp92yd or access https://www.wsp.com/en-gl/investors.

A presentation of the Acquisition is accessible on the webcast platform and under the “Investors” section of WSP’s website.

CONDITIONS TO THE ACQUISITION

Subject to the satisfaction of certain customary closing conditions, including applicable regulatory approvals, the Acquisition is expected to be completed in the first quarter of 2026.

ACQUISITION FINANCING

Equity Financing

The Equity Financing (as defined below) comprises:

• $732 million bought deal public offering (the “Offering”) of common shares (the “Offering Common Shares”) at a price of $232.80 per Offering Common Share (the “Offer Price”); and
• Approximately $118 million private placement (the “Concurrent Private Placement” and together with the Offering, the “Equity Financing”) of common shares (the “Placement Common Shares”) at the Offer Price to Caisse de dépôt et placement du Québec (“La Caisse”).

WSP intends to use the net proceeds from the Equity Financing to fund in part the purchase price payable in respect of the Acquisition (and related costs and expenses) and accordingly reduce amounts to be drawn on the closing of the Acquisition under the Committed Acquisition Financing to fund the purchase price for the Acquisition.

Public Offering

WSP has entered into an agreement with CIBC Capital Markets, BMO Capital Markets and National Bank Capital Markets (the “Joint Bookrunners”), on behalf of a syndicate of underwriters (the “Underwriters”), to issue and sell, on a “bought deal” basis, 3,145,000 Offering Common Shares at the Offer Price for gross proceeds to the Corporation of $732 million.

The Corporation has granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, for a period of 30 days following the date of the closing of the Offering to purchase up to an additional number of Offering Common Shares equal to 15% of the Offering Common Shares to be sold pursuant to the Offering at the Offer Price to cover over-allotments, if any, and for market stabilization purposes.

The Offering Common Shares distributed pursuant to the Offering will be offered in all provinces and territories of Canada pursuant to a prospectus supplement (the “Prospectus Supplement”) to the short form base shelf prospectus of WSP dated August 8, 2024 (the “Base Shelf Prospectus”) to be filed by WSP on or about December 17, 2025, as well as in the United States by way of private placement to “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933, as amended (the “1933 Act”).

The completion of the Offering is subject to the approval of the Toronto Stock Exchange (the “TSX”). Closing of the Offering is expected to occur on or about December 22, 2025 and is conditional upon the concurrent completion of the Concurrent Private Placement.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Offering Common Shares have not been, and will not be, registered under the 1933 Act, or any state securities laws. Accordingly, the Offering Common Shares may not be offered or sold within the United States unless registered under the 1933 Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the 1933 Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the Offering Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Delivery of the Prospectus Supplement, and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, and any amendment. The Prospectus Supplement will be (within two business days of the date hereof) accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, and any amendment to the documents, may be obtained without charge from CIBC Capital Markets at 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8 or by telephone at 1-416-956-6378 or by email at [email protected] by providing the contact with an email address or address, as applicable. The Prospectus Supplement contains important, detailed information about the Corporation and the proposed Offering. Prospective investors should read the Prospectus Supplement (when filed) before making an investment decision.

Concurrent Private Placement

Concurrently with this announcement, WSP has also entered into a subscription agreement pursuant to which the Corporation will complete the Concurrent Private Placement at the Offer Price with La Caisse for aggregate gross proceeds to the Corporation of approximately $118 million.

La Caisse has also been granted an option (the “Additional Subscription Option”) to purchase a number of additional Placement Common Shares representing up to 15% of the number of Placement Common Shares subscribed by them on closing, subject to, and in the same proportion as the Over-Allotment Option being exercised by the Underwriters.

The issuance of the Placement Common Shares under the Concurrent Private Placement is subject to the approval of the TSX. Closing of the Concurrent Private Placement is scheduled to occur concurrently with the closing of the Offering and is conditional upon the concurrent completion of the Offering.

Assuming completion of the Concurrent Private Placement and the Offering, but not the exercise of the Over-Allotment Option or the Additional Subscription Option, La Caisse will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 18,619,100 Common Shares representing approximately 13.9% of the then issued and outstanding Common Shares.

The Placement Common Shares will be subject to a four-month hold from the closing date of the Concurrent Private Placement. In accordance with the terms of the Subscription Agreement, the Placement Common Shares will also be subject to contractual lockups for a period of four (4) months following the date of issuance of such Placement Common Shares.

La Caisse (or their respective designee) will be entitled to a capital commitment fee equal to 4% of the aggregate purchase price for the Placement Common Shares for which they have subscribed (and any additional Placement Common Shares they have subscribed pursuant to the Additional Subscription Option, as applicable).

Committed Acquisition Financing

Concurrently with the announcement of the Acquisition, Canadian Imperial Bank of Commerce and JP Morgan Chase Bank, N.A., acting as co-lead arrangers and joint bookrunners, provided commitments for US$3,300 million senior unsecured non-revolving term loans (collectively, the “Committed Acquisition Financing”). The Committed Acquisition Financing will be governed by an incremental facility supplement to the Corporation’s seventh amended and restated credit agreement dated as of April 27, 2023, as amended and supplemented from time to time, with a syndicate of financial institutions to be entered into on or before the closing of the Acquisition.

All of the above elements of the Acquisition financing plan have been designed and structured with a view to preserving WSP’s investment grade rating.

Related Party Transaction Matters

La Caisse beneficially owns, or has control or direction over, directly or indirectly, Common Shares representing more than 10% of the issued and outstanding Common Shares of WSP. As a result of the foregoing, the Concurrent Private Placement is a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101”). The Corporation has relied on the exemptions from the valuation and minority approvals of MI 61-101 contained in paragraphs 5.5(a) and 5.7(a) of MI 61-101 on the basis that neither the fair market value of the Concurrent Private Placement (including the capital commitment fee payable thereunder), nor the consideration thereof, exceeds 25% of the market capitalization of the Corporation.

FINANCIAL AND LEGAL ADVISORS

JP Morgan and CIBC Capital Markets are acting as financial advisors to WSP on the Acquisition. Legal advice is being provided to WSP by Skadden, Arps, Slate, Meagher & Flom LLP in the United States and Stikeman Elliott LLP in Canada.

Harris Williams, UBS Investment Bank, AEC Advisors, and Houlihan Lokey are acting as financial advisors to TRC on the Acquisition. Legal advice is being provided to TRC by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

¹ Based on Engineering News-Record’s (ENR) Top 20 U.S. Design Firms by Sector (Power) list in August 2025, calculated on U.S. domestic revenues (U.S. Revenues) and adjusted to reflect annualization of POWER Engineers, Incorporated’s contribution for the financial year ended December 31, 2024, the assumed completion of the Acquisition as well as WSP U.S. Pro Forma Revenues. The approximate number of employees is as at December 2, 2025.
² Non-IFRS financial measure or non-IFRS financial ratio that is forward-looking, without a standardized definition under IFRS, which may not be comparable to similar measures or ratios used by other issuers. Please refer to the “Non-IFRS and Other Financial Measures” and "Forward-Looking Statements" disclaimers below. For the financial year ended December 31, 2024, WSP's adjusted EBITDA was $2,185.7 million, basic net earnings per share attributable to shareholders was $5.40 and adjusted net earnings per share was $8.05. 
³ Cost synergies to exceed 3% of TRC’s net revenue are expected to be achieved by the end of 2027, with 50% expected to be realized in the first 12 months after closing of the Acquisition. The cost to realize synergies is estimated at the same level of synergies.
⁴ Based on ENR’s Top 500 U.S. Design Firms list in August 2025, calculated on U.S. Revenues and adjusted to reflect annualization of POWER Engineers’ contribution for the financial year ended December 31, 2024, the assumed completion of the Acquisition as well as  WSP U.S. Pro Forma Revenues. Please refer to the "Forward-Looking Statements" disclaimer below.
⁵ Based on WSP U.S.’s Power and Energy net revenues for the trailing twelve-month (TTM) period ended June 28, 2025, and TRC’s Power and Energy net revenues for the financial year ended June 30, 2025. USD/CAD exchange rate used to convert TRC net revenue Power and Energy sector into Canadian dollars is 1.3952. Please refer to the “Non-IFRS and Other Financial Measures” and "Forward-Looking Statements" disclaimers below.
⁶  Pro forma Net Revenues are for the trailing twelve-month period ended June 28, 2025 for WSP, adjusted to reflect annualization of POWER Engineers' contribution for the financial year ended December 31, 2024 and the assumed completion of the Acquisition. Please refer to the "Forward-Looking Statements" disclaimer below.
⁷ Non-IFRS financial measure or non-IFRS ratio that is forward-looking, without a standardized definition under IFRS, which may not be comparable to similar measures or ratios used by other issuers. Please refer to the “Non-IFRS and Other Financial Measures” and "Forward-Looking Statements" disclaimers below.
⁸ Cost synergies to exceed 3% of TRC's net revenue for the financial year ended June 30, 2025 are expected to be achieved by the end of 2027, with 50% expected to be realized in the first 12 months after closing of the Acquisition. The cost to realize synergies is estimated at the same level of synergies.
⁹ The Corporation’s assessment of potential synergy opportunities for the Acquisition is primarily based on the information received as part of its due diligence investigation of TRC, its own outside-in perspectives, previous acquisition experience and publicly available information.