Construction Partners Completes Acquisition, Secures New Credit Facilities

TL;DR

CPRT bought Southeast Civil, got $250M in new debt, and sold some stock.

AI Summary

On October 30, 2024, Construction Partners, Inc. announced the completion of its acquisition of Southeast Civil, LLC. The company also entered into a new credit agreement, establishing a $150 million revolving credit facility and a $100 million term loan facility. Additionally, Construction Partners reported unregistered sales of equity securities.

Why It Matters

This filing indicates significant growth and financial restructuring for Construction Partners, Inc., potentially impacting its operational capacity and debt structure.

Risk Assessment

Risk Level: medium — The company has taken on new debt and completed an acquisition, which introduces integration and financial risks.

Key Numbers

• $250 million — New Credit Facilities (Total amount from revolving credit and term loan facilities)
• 2024-10-30 — Acquisition Completion Date (Date Southeast Civil, LLC acquisition was completed)

Key Players & Entities

• Construction Partners, Inc. (company) — Registrant
• Southeast Civil, LLC (company) — Acquired entity
• $150 million (dollar_amount) — Revolving credit facility amount
• $100 million (dollar_amount) — Term loan facility amount
• October 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — which registered Class A common stock, $0.001 par value ROAD The Nasdaq Stock Mar
• $850.0 million — ") in the aggregate principal amount of $850.0 million. The TLB Facility was fully drawn on th
• $300.0 million — mount") of up to (i) the greater of (x) $300.0 million and (y) the amount of the consolidated
• $654.2 million — livered at the Closing consisted of (i) $654.2 million in cash (as adjusted pursuant to the Pu
• $30.0 million — al Texas for aggregate consideration of $30.0 million. The foregoing description of the Acq

Filing Documents

• d902915d8k.htm (8-K) — 51KB
• d902915dex101.htm (EX-10.1) — 893KB
• d902915dex102.htm (EX-10.2) — 1017KB
• d902915dex991.htm (EX-99.1) — 22KB
• g902915g1101230353957.jpg (GRAPHIC) — 5KB
• 0001193125-24-250619.txt ( ) — 2574KB
• road-20241030.xsd (EX-101.SCH) — 3KB
• road-20241030_lab.xml (EX-101.LAB) — 18KB
• road-20241030_pre.xml (EX-101.PRE) — 11KB
• d902915d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The Company intends to file the financial statements required by Item 9.01(a) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01. (b) Pro Forma Financial Information. The Company intends to file the pro forma financial information required by Item 9.01(b) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01. (d) Exhibits. Exhibit No. Description 2.1* Unit Purchase Agreement, dated as of October 20, 2024, by and among Construction Partners, Inc., Asphalt Inc., LLC, the Sellers listed on the signature pages thereto, and John J. Wheeler, in his capacity as the Sellers' Representative (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Construction Partners, Inc. with the Securities and Exchange Commission on October 21, 2024). 10.1*# Term Loan Credit Agreement, dated as of November 1, 2024, by and among Construction Partners, Inc. and each of its wholly owned subsidiaries, as borrowers, certain guarantors party thereto, certain lenders party thereto, Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as a joint lead arranger and joint bookrunner, and RBC Capital Markets, LLC, Fifth Third Bank, National Association, Hancock Whitney Bank and KeyBanc Capital Markets Inc., each as a co-manager. 10.2*# Fourth Amendment to Third Amended and Restated Credit Agreement, dated as

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. CONSTRUCTION PARTNERS, INC. Date: November 4, 2024 By: /s/ Gregory A. Hoffman Gregory A. Hoffman Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR