Arcosa Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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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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Item 1.01 Entry into a Material Definitive Agreement.
On August 26, 2024, Arcosa, Inc. (the “Company”) completed its offering (the “Offering”) of $600 million aggregate principal amount of 6.875% senior notes due 2032 (the “Senior Notes”), pursuant to the terms of the purchase agreement, dated August 12, 2024 (the “Purchase Agreement”), among the Company, the guarantors named therein and the initial purchasers named therein (the “Initial Purchasers”). The Senior Notes were issued under an Indenture, dated August 26, 2024 (the “Indenture”), among the Company, the guarantors named therein and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Senior Notes were issued at 100% of their face value. The Indenture and the form of Senior Note, which is attached as an exhibit to the Indenture, provide, among other things, that the Senior Notes will be senior unsecured obligations of the Company and the guarantors. Interest is payable on the Senior Notes on February 15 and August 15 of each year, beginning on February 15, 2025, until their maturity date of August 15, 2032. If (1) the consummation of the Stavola Acquisition (as defined in the Indenture) does not occur on or before December 1, 2024 (the “Outside Date”) or (2) the Company delivers a notice to the Trustee stating it has determined that the consummation of the Stavola Acquisition will not occur on or before the Outside Date, the Company will be required to redeem all of the Senior Notes at a redemption price of 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date.
At any time prior to August 15, 2027, the Company may redeem up to 40% of the Senior Notes at a redemption price of 106.875% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, in an amount not to exceed the net cash proceeds of one or more equity offerings, so long as the redemption occurs within 120 days of completing such equity offering and at least 60% of the aggregate principal amount of the Senior Notes remains outstanding after such redemption.
In addition, at any time prior to August 15, 2027, the Company may redeem all or a portion of the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest to, but excluding, the redemption date. On and after August 15, 2027, the Company may redeem all or a portion of the Senior Notes at redemption prices set forth in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.
If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Company must offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The terms of the Indenture, among other things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. The terms of the Indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur certain types of debt.
The Indenture provides for customary events of default. Generally, if an event of default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately.
The Senior Notes were sold to the Initial Purchasers for resale to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The Senior Notes were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, the Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This Current Report on Form 8-K and the Exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.
The foregoing descriptions do not purport to be complete and are qualified by reference to the Indenture and the form of Senior Note, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth above under Item 1.01 to this report is hereby incorporated by reference in this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On August 26, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished 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 Senior Notes or any other security.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Indenture, dated August 26, 2024, among Arcosa, Inc., the guarantors named therein and Computershare Trust Company, N.A., as trustee. | |||||
| Form of 6.875% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 filed herewith). | |||||
| Press Release, dated August 26, 2024, announcing the closing of the Offering. | |||||
| 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. | ||||||||
| August 26, 2024 | By: | /s/ Gail M. Peck | ||||||
| Name: Gail M. Peck | ||||||||
| Title: Chief Financial Officer | ||||||||