Concrete Pumping Holdings Enters Material Definitive Agreement

TL;DR

Concrete Pumping Holdings just signed a big deal, likely involving debt. Keep an eye on this.

AI Summary

On January 31, 2025, Concrete Pumping Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as Industrea Acquisition Corp., is incorporated in Delaware and headquartered in Thornton, Colorado.

Why It Matters

This filing indicates a significant financial event for Concrete Pumping Holdings, Inc., potentially impacting its debt structure or operational financing.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements, especially those involving financial obligations, can introduce financial risks and operational changes.

Key Players & Entities

• Concrete Pumping Holdings, Inc. (company) — Registrant
• Industrea Acquisition Corp. (company) — Former company name
• January 31, 2025 (date) — Date of earliest event reported
• Thornton, Colorado (location) — Principal executive office address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock , $0.0001 par value BBCP The Nasdaq Capital Ma
• $425.0 million — any "), completed a private offering of $425.0 million in aggregate principal amount of its 7.
• $1.00 — d to pay a special one-time dividend of $1.00 per share of the common stock of the Co
• $53 million — mon stock of the Company (approximately $53 million in the aggregate) on or about February

Filing Documents

• bbpp20250121_8k.htm (8-K) — 37KB
• ex_772711.htm (EX-4.1) — 1206KB
• ex_768453.htm (EX-99.1) — 12KB
• image1.jpg (GRAPHIC) — 7KB
• 0001437749-25-002468.txt ( ) — 1614KB
• bbcp-20250131.xsd (EX-101.SCH) — 3KB
• bbcp-20250131_def.xml (EX-101.DEF) — 11KB
• bbcp-20250131_lab.xml (EX-101.LAB) — 15KB
• bbcp-20250131_pre.xml (EX-101.PRE) — 11KB
• bbpp20250121_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement 7.500% Senior Secured Second Lien Notes due 2032 On January 31, 2025, Brundage-Bone Concrete Pumping Holdings, Inc., a Delaware corporation (the " Issuer ") and a wholly-owned subsidiary of Concrete Pumping Holdings, Inc., a Delaware corporation (the " Company "), completed a private offering of $425.0 million in aggregate principal amount of its 7.500% senior secured second lien notes due 2032 (the " Notes "). The Notes will mature on February 1, 2032. The Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the " Securities Act "), and outside the United States in accordance with Regulation S under the Securities Act. The offering proceeds of the Notes were used to pay the redemption price for all of the Company's outstanding 6.000% senior secured second lien notes due 2026 and to pay related fees and expenses thereto. In addition, the remainder of the net proceeds of the Notes, together with cash on hand, will be used to pay a special one-time dividend of $1.00 per share of the common stock of the Company (approximately $53 million in the aggregate) on or about February 3, 2025. The Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. (" Intermediate Holdings ") and each of the Issuer's domestic, wholly-owned subsidiaries (the " Guarantors ") that is a borrower under or guarantees the ABL Facility. The Notes and the guarantees will be secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Notes and the guarantees will be the Issuer's and the Guarantors' senior secured obligations, will rank equally with all of the Issuer's and the Guarantors' existing and future senior indebtedness and will rank senior to all of the Issuer's and the Guarant

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 3, 2025, the Company issued a press release announcing the closing of the issuance and sale of the Notes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 4.1 Indenture, dated January 31, 2025, among Brundage-Bone Concrete Pumping Holdings Inc., as issuer, Concrete Pumping Holdings, Inc., as a guarantor, Concrete Pumping Intermediate Acquisition Corp., as a guarantor and the other guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee and notes collateral agent. 4.2 Form of 7.500% Senior Secured Second Lien Notes due 2032 (included in Exhibit 4.1) 99.1 Press Release dated February 3, 2025 (furnished herewith) 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. CONCRETE PUMPING HOLDINGS, INC. By: /s/ Iain Humphries Name: Iain Humphries Title: Chief Financial Officer and Secretary Date: February 3, 2025

View Full Filing

View this 8-K filing on SEC EDGAR