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): | December 12, 2019 |
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 December 12, 2019, Arcosa MS2, LLC (“Buyer”), a Delaware limited liability company and indirect wholly-owned subsidiary of Arcosa, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cherry Industries, Inc., a Texas corporation (“Industries”), and certain affiliated real estate holding companies (collectively, the “Cherry Companies”), the sellers set forth in the Purchase Agreement, Leonard L. Cherry in his capacity as “Sellers’ Representative” under the Purchase Agreement, and Arcosa Materials, Inc., a Delaware corporation, solely as buyer guarantor under the Purchase Agreement. The Cherry Companies is a leading producer of natural and recycled aggregates in the Houston, Texas market.
At the closing of the Transaction (as defined below), Buyer would acquire from the sellers all of the issued and outstanding capital stock and partnership interests, as applicable, of the Cherry Companies (the “Transaction”), for a cash purchase price of approximately $298 million, upon the terms and subject to the conditions set forth in the Purchase Agreement.
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 absence of legal restraints preventing the consummation of the acquisition, (iii) the accuracy of the representations and warranties contained in the Purchase Agreement (subject to certain qualifications) and (iv) the performance by the parties of their respective obligations under the Purchase Agreement in all material respects.
The Purchase Agreement contains certain termination rights for Buyer and the Sellers, including the right to terminate the Purchase Agreement if the Transaction has not been consummated by February 28, 2020.
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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The Purchase Agreement will be included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Buyer 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 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 the Company, Buyer or any of their respective 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 the Company’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 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 December 12, 2019, the Company issued a press release announcing the entry into Purchase Agreement to acquire the Cherry Companies. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Also on December 12, 2019, the Company disseminated an investor presentation which is intended to be a supplement to the press release announcing the proposed Transaction. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 7.01 of this report (including Exhibits 99.1 and 99.2) 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 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
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. | ||
December 12, 2019 | By: | /s/ Scott C. Beasley |
Name: Scott C. Beasley | ||
Title: Chief Financial Officer |