Arcosa (ACA) Prices $600M Notes Offering

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.

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