Item 1.01 Entry into a Material Definitive Agreement.
On August 4, 2021, Arcosa MS5, LLC (“Purchaser”), a Delaware limited liability company and wholly-owned subsidiary of Arcosa, Inc. (“Arcosa”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Southwest Rock Products, L.L.C., an Arizona limited liability company, Midwest Land Trust, LLC, an Arizona limited liability company, and White Mountain Properties, LLC, an Arizona limited liability company (collectively, the “Companies”), the sellers set forth in the Purchase Agreement (each a “Seller” and, collectively, the “Sellers”), and Christopher Reinesch, as representative for the Sellers, pursuant to which Purchaser acquired from the Sellers all of the issued and outstanding membership interests of the Companies (the “Transaction”) for a cash purchase price of approximately $150 million, subject to the adjustments set forth therein. The Companies are in the construction aggregates business and provide crushed stone, sand, and gravel that are used in various segments of construction activity, including infrastructure, residential, and non-residential markets, primarily in Arizona.
The Purchase Agreement includes customary representations, warranties and covenants.
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 September 30, 2021.
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 Arcosa, Purchaser 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, Purchaser 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 2.02 Results of Operation and Financial Condition.
On August 4, 2021, Arcosa issued a press release announcing its earnings for the second quarter of 2021 and that the Purchaser had entered into and consummated the transactions contemplated by the Purchase Agreement. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in Item 2.02 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 (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 2.02 is not an admission of the materiality of any information in this Item 2.02.
Item 7.01 Regulation FD Disclosure.
See “Item 2.02 – Results of Operation and Financial Condition” which is incorporated herein by reference.
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 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 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.