Arcosa, Inc 8-K, filed Aug 15, 2024
Arcosa, Inc. (ACA)
8-K
2024-08-15
For: 2024-08-12
View Original
Added on
April 04, 2026
About this 8-K
Arcosa, Inc filed this 8-K on August 15, 2024, reporting on events of August 12, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Registrant's telephone number, including area code: (972 ) 942-6500
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 7.01 Regulation FD Disclosure.
On August 12, 2024, Arcosa, Inc. (“Arcosa”) issued a press release announcing the pricing of its offering (the “Offering”) of $600.0 million in aggregate principal amount of 6.875% senior notes due 2032 (the “Notes”). A copy of the press release announcing the pricing of the Offering is attached 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 Notes or any other security.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Arcosa, Inc. Press Release, dated August 12, 2024 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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) | ||||||||
| August 15, 2024 | By: | /s/ Gail M. Peck | ||||||
| Name: Gail M. Peck | ||||||||
| Title: Chief Financial Officer | ||||||||
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Arcosa, Inc. Announces Pricing of $600 Million of 6.875% Senior Notes Due 2032
DALLAS, Texas - ARCOSA, Inc. - August 12, 2024:
Arcosa, Inc. (NYSE: ACA) (“Arcosa”) today announced the pricing of its previously announced private offering of $600.0 million aggregate principal amount of 6.875% senior notes due 2032 (the “Notes”). The Notes offering is expected to close on August 26, 2024, subject to customary conditions.
Arcosa intends to use the net proceeds from the offering, together with expected borrowings under the previously announced Term Loan B Facility due 2031, to fund the $1.2 billion purchase price of the previously announced acquisition of the construction materials business of Stavola Holding Corporation and its affiliated entities (the “Transaction”) and to use any remaining net proceeds to repay amounts outstanding under Arcosa’s revolving credit facility.
The Notes will be senior unsecured obligations of Arcosa and will initially be guaranteed on a senior unsecured basis by each of Arcosa’s domestic subsidiaries that is a guarantor under its senior credit facility.
The Notes will be subject to a special mandatory redemption if the Transaction is not consummated on or before the timeframe set forth in the indenture governing the Notes.
The Notes and the related guarantees are being offered and sold only to persons reasonably believed to be “qualified institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to certain non-U.S. persons in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered for sale under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities, and shall not constitute an offer to sell, solicitation of an offer to buy, or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
| 972.942.6500 | arcosa.com | |||||||
About Arcosa
Arcosa, Inc., headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, engineered structures, and transportation markets. Arcosa reports its financial results in three principal business segments: Construction Products, Engineered Structures, and Transportation Products. For more information, visit www.arcosa.com.
Cautionary Statements About Forward-Looking Information
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “strategy,” “plans,” “goal” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations, including but not limited to, statements regarding the anticipated consummation of the offering, the intended use of offering proceeds, the anticipated terms of the securities described herein, other aspects of the offering, the contingencies related to the special mandatory redemption, the failure to successfully complete and integrate acquisitions, including the Transaction, or divest any business, or failure to achieve the expected benefits of acquisitions or divestitures; market conditions and customer demand for Arcosa’s business products and services; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; ability to improve margins; the impact of inflation and costs of materials; assumptions regarding achievements of the expected benefits from the Inflation Reduction Act; the delivery or satisfaction of any backlog or firm orders; the impact of pandemics on Arcosa’s business; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see “Risk Factors” and the “Forward-Looking Statements” section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Arcosa's Form 10-K for the year ended December 31, 2023 and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
MEDIA CONTACT: media@arcosa.com
INVESTOR CONTACTS
| Gail M. Peck | Erin Drabek | David Gold | ||||||
| Chief Financial Officer | Director of Investor Relations | ADVISIRY Partners | ||||||
| T 972.942.6500 | T 212.661.2220 | |||||||
| InvestorResources@arcosa.com | David.Gold@advisiry.com | |||||||
| 972.942.6500 | 2 | arcosa.com | ||||||