CRH, through its indirect wholly owned subsidiary CRH Americas, Inc., announced a definitive agreement to acquire Arcosa, Inc. for $150.00 per share in an all-cash transaction. To finance the acquisition, CRH has secured a $5.75 billion bridge loan facility and will suspend its share buyback program following the completion of the current tranche.
Key Details
- Transaction Terms: CRH will acquire all outstanding shares of Arcosa common stock for $150.00 per share in cash. The merger will result in Arcosa becoming a wholly owned subsidiary of CRH Americas.
- Financing: CRH entered into a $5.75 billion bridge facility agreement to finance the acquisition consideration, refinance certain Arcosa debt, and cover related fees. The transaction is not subject to a financing condition.
- Capital Allocation: In connection with the acquisition, CRH does not expect to initiate a new share buyback program after its current tranche, ending no later than July 28, 2026.
- Termination Fees: The agreement includes a termination fee of approximately $260.4 million payable by Arcosa and a reverse termination fee of approximately $372.0 million payable by CRH under specified circumstances, including failure to obtain required regulatory clearances.
- Closing Conditions: The merger is subject to approval by Arcosa's stockholders, expiration of the waiting period under the HSR Act, receipt of other regulatory approvals, and other customary closing conditions, with an outside closing date of June 21, 2027.