Oct 23, 9:02 AM ET
Arcosa, Inc. completed its merger, and each outstanding common share was converted into the right to receive $150.00 in cash, without interest. The company became a wholly-owned subsidiary of Parent, its directors and officers resigned, and its common stock is being removed from listing on the NYSE and NYSE Texas, so public shareholders no longer hold shares in the company.
- Merger Consideration of $150.00 per share in cash, less applicable withholding taxes
- Aggregate cash consideration for common stock and cash-settled equity awards was approximately $7.5 billion
- Trading on the NYSE and NYSE Texas was halted before the open on October 23, 2026, with delisting requested
- Credit Agreement terminated after repayment of approximately $450.1 million in principal, accrued interest and other amounts
Read the filing on SEC.gov ↗
Aug 5, 4:19 PM ET
Arcosa reported second-quarter 2026 revenue of $658.7 million, up 2%, and adjusted diluted EPS from continuing operations of $1.13, up 5%, while GAAP diluted EPS from continuing operations was flat at $1.03. The company has suspended its practice of providing financial guidance and is not hosting a conference call because of its pending all-cash merger with CRH at $150 per share, which requires stockholder approval at a September 4, 2026 special meeting.
- Revenue was $658.7 million versus $647.5 million a year earlier; Engineered Structures rose 3% to $301.7 million and Construction Products rose 1% to $357.0 million.
- Adjusted EBITDA from continuing operations was $145.9 million, up 5%, with margin at 22.1% versus 21.5%.
- Operating cash flow from continuing operations was $(24.7) million versus $38.0 million, and free cash flow was $(51.0) million versus $16.8 million.
- Financial guidance is suspended; the CRH merger is expected to close in the first quarter of 2027, and a special stockholder meeting is set for September 4, 2026.
Read the filing on SEC.gov ↗
Jun 22, 7:21 AM ET
Arcosa agreed on June 21, 2026 to merge with a subsidiary of CRH Americas, with Arcosa surviving as a wholly owned CRH subsidiary. Each Arcosa common share would convert into $150.00 in cash, and the deal needs approval from a majority of Arcosa stockholders and regulatory clearances, with closing expected in Q1 2027. Shareholders would receive cash rather than continued ownership of Arcosa stock, and the 8-K sets out termination fees payable in both directions.
- Merger consideration of $150.00 per share in cash, per the merger agreement; CRH's press release says the offer implies a 25% premium to Arcosa's 60-day trading VWAP as of June 18, 2026
- Termination fee of $371,967,952 payable by CRH Americas in certain regulatory-failure cases, and $260,377,567 payable by Arcosa in certain cases including a superior proposal or change of board recommendation
- Outside Date of June 21, 2027, extendable by up to six months if only antitrust or regulatory conditions remain unsatisfied
- CRH press release says closing is expected in Q1 2027 and the deal is funded with available cash and committed debt financing
Read the filing on SEC.gov ↗
Apr 30, 4:22 PM ET
Arcosa reported first-quarter 2026 results for continuing operations, with revenue of $571.7 million (up 4%) and Adjusted EBITDA of $102.9 million (up 10%). The company raised its full-year 2026 guidance for continuing operations after completing the sale of its barge business on April 1, 2026, which shareholders may view as a simplified portfolio with higher expected earnings.
- Q1 2026 continuing operations: revenue $571.7 million, up 4%; Adjusted EBITDA $102.9 million, up 10%; Adjusted EBITDA margin 18.0%, up 100 basis points
- Full-year 2026 Adjusted EBITDA guidance raised to $545 million to $585 million from $520 million to $565 million; revenue guidance raised to $2.6 billion to $2.7 billion from $2.54 billion to $2.67 billion
- Barge business sale completed April 1, 2026; $83.0 million of proceeds used in April to prepay part of the term loan
- Utility and related structures revenue rose 15% in the quarter; record backlog of $557.6 million at March 31, 2026
Read the filing on SEC.gov ↗
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