Arcosa, Inc. Enters Material Definitive Agreement

TL;DR

Arcosa just signed a big deal, creating a new financial obligation.

AI Summary

On August 26, 2024, Arcosa, Inc. entered into a material definitive agreement related to a direct financial obligation. The filing indicates a creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant, along with a Regulation FD disclosure and financial statements.

Why It Matters

This filing signals a significant financial commitment or obligation for Arcosa, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation inherently carries risk, though the specific nature and terms are not detailed in this summary.

Key Players & Entities

• Arcosa, Inc. (company) — Registrant
• August 26, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock ($0.01 par value) ACA New York Stock Exchange
• $600 million — pleted its offering (the "Offering") of $600 million aggregate principal amount of 6.875% se

Filing Documents

• aca-20240826.htm (8-K) — 35KB
• exh41indenture-seniornotes.htm (EX-4.1) — 852KB
• exh991pressrelease-seniorn.htm (EX-99.1) — 15KB
• aca-20240826_g1.jpg (GRAPHIC) — 25KB
• image2a.jpg (GRAPHIC) — 25KB
• 0001739445-24-000132.txt ( ) — 1287KB
• aca-20240826.xsd (EX-101.SCH) — 2KB
• aca-20240826_def.xml (EX-101.DEF) — 14KB
• aca-20240826_lab.xml (EX-101.LAB) — 25KB
• aca-20240826_pre.xml (EX-101.PRE) — 15KB
• aca-20240826_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 26, 2024, Arcosa, Inc. (the "Company") completed its offering (the "Offering") of $600 million aggregate principal amount of 6.875% senior notes due 2032 (the "Senior Notes"), pursuant to the terms of the purchase agreement, dated August 12, 2024 (the "Purchase Agreement"), among the Company, the guarantors named therein and the initial purchasers named therein (the "Initial Purchasers"). The Senior Notes were issued under an Indenture, dated August 26, 2024 (the "Indenture"), among the Company, the guarantors named therein and Computershare Trust Company, N.A., as trustee (the "Trustee"). The Senior Notes were issued at 100% of their face value. The Indenture and the form of Senior Note, which is attached as an exhibit to the Indenture, provide, among other things, that the Senior Notes will be senior unsecured obligations of the Company and the guarantors. Interest is payable on the Senior Notes on February 15 and August 15 of each year, beginning on February 15, 2025, until their maturity date of August 15, 2032. If (1) the consummation of the Stavola Acquisition (as defined in the Indenture) does not occur on or before December 1, 2024 (the "Outside Date") or (2) the Company delivers a notice to the Trustee stating it has determined that the consummation of the Stavola Acquisition will not occur on or before the Outside Date, the Company will be required to redeem all of the Senior Notes at a redemption price of 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date. At any time prior to August 15, 2027, the Company may redeem up to 40% of the Senior Notes at a redemption price of 106.875% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, in an amount not to exceed the net cash proceeds of one or more equity offerings, so long as the redemption occurs wit

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 26, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference herein. The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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. This report does not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes or any other security.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated August 26, 2024, among Arcosa, Inc., the guarantors named therein and Computershare Trust Company, N.A., as trustee. 4.2 Form of 6.875% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 filed herewith). 99.1 Press Release, dated August 26, 2024, announcing the closing of the Offering. 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. August 26, 2024 By: /s/ Gail M. Peck Name: Gail M. Peck Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR