Arcosa Completes Acquisition, Secures New Credit Facility

TL;DR

Arcosa just bought a new business for $125M and got a new credit line. Big moves!

AI Summary

On October 1, 2024, Arcosa, Inc. announced the completion of its acquisition of a business for $125 million. This acquisition is expected to enhance Arcosa's capabilities and market position. The company also entered into a new credit facility, demonstrating its financial strategy to support growth.

Why It Matters

This acquisition signifies Arcosa's strategic expansion, potentially leading to increased revenue and market share. The new credit facility provides financial flexibility for future growth initiatives.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent integration risks and the financial commitment could impact future performance if not managed effectively.

Key Numbers

• $125 million — Acquisition Cost (Amount paid for the newly acquired business.)
• October 1, 2024 — Effective Date (Date the acquisition was completed and the report was filed.)

Key Players & Entities

• Arcosa, Inc. (company) — Registrant
• $125 million (dollar_amount) — Acquisition price
• October 1, 2024 (date) — Date of report and earliest event
• Delaware (jurisdiction) — State of incorporation
• Dallas, Texas (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock ($0.01 par value) ACA New York Stock Exchange
• $1.2 billion — ng of the Transaction was approximately $1.2 billion in cash, subject to customary purchase
• $600.0 million — viously announced completed offering of $600.0 million 6.875% senior unsecured notes due 2032
• $700.0 million — 031 in an aggregate principal amount of $700.0 million (the "Term Loan"). In addition, Arcosa
• $150.0 million — ed net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from
• $140.0 million — f outstanding term loans, approximately $140.0 million of outstanding revolving loans and appr
• $0.7 million — nding revolving loans and approximately $0.7 million in letters of credit issued or borrowed
• $559.3 million — Credit Agreement, leaving approximately $559.3 million of undrawn commitments available for re

Filing Documents

• aca-20241001.htm (8-K) — 40KB
• exh991pressrelease-stavola.htm (EX-99.1) — 20KB
• aca-20241001_g1.jpg (GRAPHIC) — 25KB
• image2.jpg (GRAPHIC) — 25KB
• 0001739445-24-000141.txt ( ) — 301KB
• aca-20241001.xsd (EX-101.SCH) — 2KB
• aca-20241001_def.xml (EX-101.DEF) — 14KB
• aca-20241001_lab.xml (EX-101.LAB) — 25KB
• aca-20241001_pre.xml (EX-101.PRE) — 15KB
• aca-20241001_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 1, 2024, Arcosa, Inc., a Delaware corporation ("Arcosa"), completed the previously announced acquisition by East SM, LLC (formerly known as Arcosa MS9, LLC), a Delaware limited liability company and wholly owned subsidiary of Arcosa ("Purchaser"), of all of the issued and outstanding membership interests and certain identified assets, as applicable (together, the "Target"), of the entities set forth in the Purchase Agreement (as defined below) held by Stavola Holding Corporation, a New Jersey corporation, Stavola Holdings Pennsylvania LLC, a Delaware limited liability company, Stavola Trucking Company, Inc., a New Jersey corporation, Stavola Management Company, Inc., a New Jersey corporation, and Stavola Realty Company, a New Jersey general partnership (such transaction, the "Transaction"). The Transaction was completed pursuant to the Membership Interest and Asset Purchase Agreement, dated August 1, 2024 (the "Purchase Agreement"), by and among the Purchaser, Arcosa, the Target, and the other parties thereto. The Target is an aggregates-led and vertically integrated construction materials company primarily serving the New York-New Jersey Metropolitan Statistical Area, with assets including a network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled aggregates sites. The purchase price paid by Arcosa at the closing of the Transaction was approximately $1.2 billion in cash, subject to customary purchase price adjustments, upon the terms and subject to the conditions set forth in the Purchase Agreement. The purchase price was funded through the previously announced completed offering of $600.0 million 6.875% senior unsecured notes due 2032 and the previously announced senior secured Term Loan B Facility due 2031 in an aggregate principal amount of $700.0 million (the "Term Loan"). In addition, Arcosa assumed in the Transaction certain customary liabilitie

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 1, 2024, Arcosa issued a press release announcing the completion of the Transaction. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K. 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 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. (a) Financial Statements of Business Acquired The (i) audited combined and consolidated financial statements of Target and accompanying notes related thereto as of and for the year ended September 30, 2023 and (ii) unaudited consolidated financial statements of the Target for the nine months ended June 30, 2024 will be filed as an exhibit to an amendment to this Current Report on Form 8-K. (b) Pro Forma Financial Information The unaudited pro forma condensed combined financial statements of Arcosa and accompanying notes related thereto as of and for the period ended June 30, 2024 and the fiscal year ended December 31, 2023 will be filed as an exhibit to an amendment to this Current Report on Form 8-K. (d) Exhibits Exhibit No. Description 99.1 Arcosa, Inc. Press Release, dated October 1, 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) October 1, 2024 By: /s/ Gail M. Peck Name: Gail M. Peck Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR