8-K

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 Date of Report (Date of Earliest Event Reported):April 25, 2022

Arcosa, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware		001-38494	82-5339416
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
500 N. Akard Street, Suite 400
Dallas,	Texas		75201
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (972) 942-6500

Not Applicable
(Former name or former address, if changed since last report)

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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	ACA	New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01    Entry into a Material Definitive Agreement.

On April 25, 2022, Arcosa, Inc., a Delaware corporation (“Arcosa”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Triarc Tanks Bidco, LLC, a Delaware limited liability company (“Buyer”), an affiliate of BDCM Opportunity Fund V, L.P. (the “Sponsor”), pursuant to which Buyer agreed to acquire from Arcosa all of the issued and outstanding limited liability company interests of Arcosa Tank, LLC, a Delaware limited liability company and subsidiary of Arcosa (the “Company”), for a cash purchase price of approximately $275 million, subject to the adjustments set forth therein (the “Transaction”). The Company and the Asset Sellers (as defined below) are engaged in the business of manufacturing, distributing, selling, reselling, reconditioning and repairing certain steel vessels, tanks and cylinders for, among others, the storage and transportation of gases and liquids (the “Business”).

Prior to the closing of the Transaction, Arcosa is required to effect a restructuring whereby its subsidiaries OFE, S. de R.L. de C.V., a Mexico S. de R.L. de C.V. (“OFE” ), and Arcosa Industries de Mexico, S. de R.L. de C.V., a Mexico S. de R.L. de C.V. (“Arcosa Mexico” and, together with OFE, the “Asset Sellers”) will transfer certain assets used in the Business to a subsidiary of the Company, and Arcosa Mexico and Servicios Corporativos Tatsa, S. de R.L. de C.V., a Mexico S. de R.L. de C.V., will transfer their respective equity interests in Asistencia Profesional Corporativa, S. de R.L. de C.V., a Mexico S. de R.L. de C.V., to certain subsidiaries of the Company (collectively, the “Restructuring”).

The Purchase Agreement includes customary representations, warranties and covenants. The closing of the Transaction is subject to customary closing conditions, including, among others, (i) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the receipt of the authorization of the Transaction by the Mexican Competition Law (Ley Federal de Competencia Económica), (iii) the completion of the Restructuring, (iv) the absence of legal restraints preventing the consummation of the Transaction, and (v) the receipt of certain permits by a subsidiary of the Company. In connection with the Transaction, Buyer received a commitment from an insurer to bind a representations and warranties insurance policy issued in the name of Buyer.

The Purchase Agreement contains certain termination rights for Arcosa and Buyer, including the right to terminate the Purchase Agreement if the Transaction has not been consummated by October 25, 2022 or, if certain permits have not been obtained by a subsidiary of the Company by such date, January 25, 2023 (unless a breach of the Purchase Agreement by the party seeking termination is the cause of the failure of the closing to occur on or prior to such date). Pursuant to the Purchase Agreement, the Sponsor delivered to Arcosa an equity commitment letter pursuant to which the Sponsor agreed to make an equity commitment to Buyer in connection with the Transaction, and a guarantee pursuant to which the Sponsor agreed to guarantee Buyer’s obligation to pay a $22,000,000 reverse termination fee if the Purchase Agreement is terminated by Arcosa in certain circumstances where Buyer fails to consummate the Transaction.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by the full text of the Purchase Agreement, which will be filed as an exhibit to Arcosa’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

The Purchase Agreement will be included as an exhibit to Arcosa’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Arcosa, the Company or any of their respective businesses, subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement (a) were made by the parties thereto only for purposes of that agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Purchase Agreement; (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures may include information that has been included in public disclosures, as well as additional non-public information); (d) may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and (e) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Arcosa, the Company or any of their respective businesses, subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Arcosa’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company and Arcosa that is or will be contained in, or

incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that are filed with the Securities and Exchange Commission.

Item 7.01     Regulation FD Disclosure.

On April 26, 2022, Arcosa issued a press release announcing the entry into the Purchase Agreement. A copy of this press release is furnished as Exhibit 99.1 to this Current 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 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 in this Current Report on Form 8-K is not an admission of the materiality of any information in this Item 7.01 of this report that is required to be disclosed solely by Regulation FD.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Arcosa, Inc. Press Release dated April 26, 2022
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)
April 26, 2022	By:	/s/ Gail M. Peck
		Name: Gail M. Peck
		Title: Chief Financial Officer

Document

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Arcosa, Inc. Announces Agreement to Sell Its Storage Tanks Business for $275 Million

–Transaction Advances Portfolio Simplification and Reflects Ongoing Commitment to Shareholder Value Creation

–Proceeds to be Invested in Construction Products Opportunities

DALLAS, Texas - ARCOSA, Inc. - April 26, 2022:

Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, today announced it has entered into a definitive agreement to sell its storage tanks business to Black Diamond Capital Management, LLC for $275 million in cash, subject to customary transaction adjustments.

Established in 1933 and marketed under the Arcosa Tank and TATSA brands, the Company’s storage tanks business is a leading manufacturer of steel pressure tanks for the storage and transportation of propane, ammonia and other gases serving the residential, commercial, energy, and agricultural markets with operations in the U.S. and Mexico. Reported within the Company’s Engineered Structures segment, revenues were approximately $200 million in 2021. Following the transaction, the Company will continue to maintain a strategic manufacturing platform in Mexico, primarily supporting its Engineered Structures segment with the flexibility to manufacture other Arcosa products.

The transaction is expected to close in the second half of the year, subject to regulatory approvals in the U.S. and Mexico and other customary closing conditions. Further transaction details will be provided during Arcosa’s first quarter 2022 earnings conference call.

Antonio Carrillo, President and CEO of Arcosa commented, “Today’s announcement represents a significant milestone in the advancement of our long-term vision to reduce the complexity of Arcosa’s overall portfolio and focus on strategic growth in select markets where we can achieve a sustainable competitive advantage.

“At spin, we prioritized improving the margins of our storage tanks business, which was unprofitable in 2018. Our team has done a fantastic job introducing lean initiatives and reinvigorating growth in this business, creating an attractive platform for future capital investment. I am confident in their continued success under the focused ownership of Black Diamond. I want to thank our employees and customers for their significant contributions to Arcosa, and we expect Arcosa Tank’s reputation for best-in-class products to continue with this transaction.”

972.942.6500	arcosa.com

Carrillo continued, “The transaction is expected to close later this year, and we intend to invest the proceeds in our Construction Products platform as we continue to shift our business mix toward less cyclical, higher-margin growth opportunities that leverage our core strengths and drive long-term shareholder value creation.”

Evercore served as financial advisor to Arcosa, while Gibson, Dunn & Crutcher LLP and Creel, García-Cuéllar, Aiza y Enriquez, S.C. served as its legal advisors.

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: the Construction Products segment, the Engineered Structures segment, and the Transportation Products segment. For more information, visit www.arcosa.com.

About Black Diamond

Black Diamond Capital Management (“Black Diamond”) is a leading privately held alternative asset management firm with over $9 billion in assets under management across complimentary private equity, hedge fund, mezzanine and CLO/structured strategies. Black Diamond’s private equity platform focuses on partnering with middle market companies in market leadership positions, often within sectors characterized by material tangible assets. Black Diamond’s credit business specializes in high yield credit, stressed and distressed credit, restructurings and business turnarounds, further focusing on investing in debt securities that offer structural protection and have substantial underlying assets. Founded in 1995, Black Diamond employs 40 investment professionals and has offices in Stamford CT, St Thomas USVI, and London, England.

972.942.6500	2	arcosa.com

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,” 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 our present expectations, including but not limited to assumptions, risks and uncertainties regarding the impact of the COVID-19 pandemic on Arcosa’s customer demand for Arcosa’s products and services, Arcosa’s supply chain, Arcosa’s employees’ ability to work because of COVID-19 related illness, the health and safety of our employees, the effect of governmental regulations imposed in response to the COVID-19 pandemic; assumptions, risks and uncertainties regarding achievement of the expected benefits of Arcosa’s spin-off from Trinity; tax treatment of the spin-off; failure to successfully integrate acquisitions 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; 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, 2021 and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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

MEDIA CONTACT

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