Arcosa, Inc. Files 8-K with Material Agreements

Ticker: ACA · Form: 8-K · Filed: Mar 11, 2024 · CIK: 1739445

Arcosa, INC. 8-K Filing Summary
FieldDetail
CompanyArcosa, INC. (ACA)
Form Type8-K
Filed DateMar 11, 2024
Risk Levellow
Pages4
Reading Time5 min
Key Dollar Amounts$0.01, $180 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-disclosure, corporate-action

Related Tickers: ACA

TL;DR

Arcosa filed an 8-K on March 8th, reporting material agreements and financial docs.

AI Summary

On March 8, 2024, Arcosa, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits. Arcosa, Inc. is incorporated in Delaware and headquartered in Dallas, Texas.

Why It Matters

This filing indicates significant corporate actions and financial disclosures by Arcosa, Inc., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — This is a routine filing reporting material agreements and financial information, not indicating immediate financial distress or significant new risks.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing for Arcosa, Inc.?

The primary purpose is to report the entry into a Material Definitive Agreement, along with Regulation FD Disclosures and Financial Statements and Exhibits.

On what date was the earliest event reported in this filing?

The earliest event reported was on March 8, 2024.

Where is Arcosa, Inc. headquartered?

Arcosa, Inc. is headquartered at 500 N. Akard Street, Suite 400, Dallas, Texas 75201.

In which state is Arcosa, Inc. incorporated?

Arcosa, Inc. is incorporated in Delaware.

What is the SIC code for Arcosa, Inc.?

The Standard Industrial Classification (SIC) code for Arcosa, Inc. is 3440, which corresponds to Fabricated Structural Metal Products.

Filing Stats: 1,302 words · 5 min read · ~4 pages · Grade level 13 · Accepted 2024-03-11 09:16:27

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 8, 2024, CEMC Services, LLC ("Purchaser"), a Delaware limited liability company and wholly owned subsidiary of Arcosa, Inc. ("Arcosa"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with National Oilwell Varco, L.P., a Delaware limited partnership (the "Seller") and, solely for the purposes of Section VI.3(c) (Confidentiality) and Section VI.12 (Buyer Guarantor), Arcosa. The Company (as defined below) is a leading supplier of highly engineered, premium concrete and steel poles for a broad range of infrastructure applications, including lighting, traffic, electric distribution, and small-cell telecom. At the closing of the Transaction (as defined below), Purchaser would acquire from the Seller all of the issued and outstanding membership interests of Ameron Pole Products LLC, a Delaware limited liability company (the "Company," and such transaction, the "Transaction"), for a cash purchase price of approximately $180 million subject to customary post-closing adjustments, upon the terms and subject to the conditions set forth in the Purchase Agreement. Arcosa expects to fund the $180 million purchase price with a combination of cash on-hand and borrowings available under its revolving credit facility. The Transaction is expected to close in the second quarter of 2024 and is subject to customary closing conditions, including, among others, (i) the expiration or termination of applicable waiting periods or commitments under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the absence of legal restraints preventing the consummation of the acquisition, (iii) the accuracy of the representations and warranties contained in the Purchase Agreement (subject to certain qualifications), and (iv) the performance by the parties of their respective obligations under the Purchase Agreement in all material respects. The Purchase Agreement contains certain standard termin

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 11, 2024, Arcosa issued a press release announcing that Purchaser had entered into the Purchase Agreement to acquire the Company. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K. The Company has also updated its presentation materials that management intends to use from time to time in investor presentations about the Company's operations and performance. The investor presentation is attached as Exhibit 99.2 to this report and is incorporated herein by reference. In addition, the investor presentation will be made available on www.arcosa.com. The information in Item 7.01 of this report (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 is not an admission of the materiality of any information in this Item 7.01 that is required to be disclosed solely by Regulation FD.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Arcosa, Inc. Press Release dated March 11, 2024 99.2 Arcosa, Inc. Investor Presentation dated March 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Arcosa, Inc. (Registrant) March 11, 2024 By: /s/ Gail M. Peck Name: Gail M. Peck Title: Chief Financial Officer

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