01—Abstract
Summary
Summary of the 8-K filed June 22, 2026. Cited figures are marked; the original filing is the authoritative source.
On June 21, 2026, CRH (through its indirect subsidiary CRH Americas, Inc.) agreed to acquire Arcosa, Inc. (NYSE: ACA) in an all-cash merger at $150.00a per share, implying an enterprise value of approximately $8.5 billion and 11.5x 2026E Adjusted EBITDA including estimated run-rate cost synergies.
The offer represents a 25% premium to Arcosa's 60-day VWAP as of June 18, 2026. Arcosa brings roughly 35 million tons of annual aggregates shipments across 109 quarries and yards, concentrated in fast-growing MSAs such as Dallas-Fort Worth and Phoenix, plus a top-three position in Engineered Structures (energy transmission and grid infrastructure), which CRH positions as complementary to its connected-portfolio strategy. Management projects $175 millionb of run-rate cost synergies by year three (about $60 million in year one and $130 million in year two), and expects the deal to be accretive to earnings, margin and cash flow in the first 12 months post-completion, before one-off transaction costs.
Pro forma FY2026E Net Debt / Adjusted EBITDA is estimated at 2.4x, and CRH says it remains committed to its investment-grade rating. Funding will come from available cash and a $5.75 billionc bridge loan from J.P. Morgan and Morgan Stanley, which is expected to be refinanced with term loans and/or senior notes before closing.
CRH also does not expect to launch a new buyback tranche after the current one ends by July 28, 2026. Closing is expected in Q1 2027 and requires Arcosa stockholder approval (majority of outstanding shares), HSR clearance and other regulatory approvals, with an outside date of June 21, 2027 (extendable by up to six months for regulatory delays).
Termination fees are $371.97 milliond payable by Parent in certain regulatory-failure scenarios and $260.38 million payable by Arcosa in specified superior-proposal or change-of-recommendation scenarios. Because the deal is not subject to a financing condition and Parent may need to accept certain divestitures, investors should monitor antitrust review and the eventual financing structure.
02—Key points
Key Highlights
- Transaction: All-cash acquisition of Arcosa at $150.00 per share, about $8.5 billion enterprise value, 11.5x 2026E Adjusted EBITDA including run-rate synergies.
- Premium: Offer represents a 25% premium to Arcosa's 60-day VWAP as of June 18, 2026; both boards unanimously approved the deal.
- Synergies: Approximately $175 million of run-rate cost synergies expected by year three (roughly $60M in Year 1, $130M in Year 2 per the investor presentation's phasing).
- Financial impact: Management expects the deal to be accretive to earnings, margin and cash flow in the first 12 months post-completion; pro forma FY2026E Net Debt/Adjusted EBITDA of 2.4x with a commitment to maintain an investment-grade rating.
- Financing: $5.75 billion bridge loan from J.P. Morgan and Morgan Stanley, to be replaced with term loans and/or senior notes before closing; no financing condition in the merger agreement.
- Capital allocation: CRH does not expect to launch a new share buyback tranche after the current one ends by July 28, 2026.
- Timing and risk: Expected close in Q1 2027; requires Arcosa stockholder approval and HSR/regulatory clearances, with termination fees of $371.97M (Parent, regulatory failure) and $260.38M (Arcosa, superior proposal or change of recommendation).
03—Questions
Frequently Asked Questions
How much will CRH pay for Arcosa and how does the price compare to market value?
CRH will pay $150.00 in cash per Arcosa share, which the companies describe as implying an enterprise value of about $8.5 billion. The offer is a 25% premium to Arcosa's 60-day VWAP as of June 18, 2026. The implied multiple is 11.5x 2026E Adjusted EBITDA including estimated run-rate cost synergies.
How will CRH fund the acquisition and what does it mean for its balance sheet?
CRH plans to use available cash and committed debt financing. J.P. Morgan and Morgan Stanley have committed a $5.75 billion bridge term loan, which is expected to be replaced with term loans and/or senior notes before closing. Management projects pro forma FY2026E Net Debt/Adjusted EBITDA of 2.4x and says it will maintain its investment-grade credit rating.
What could prevent the deal from closing, and what are the termination fees?
Closing requires Arcosa stockholder approval by a majority of outstanding shares, expiration or termination of the HSR waiting period, receipt of approvals in specified jurisdictions, and no injunction or order blocking the merger. The outside date is June 21, 2027, extendable by up to six months for unresolved regulatory conditions. Parent would pay $371.97 million in certain regulatory-failure scenarios, and Arcosa would pay $260.38 million if it accepts a superior proposal or if the board changes its recommendation.
What does Arcosa bring to CRH's business mix?
Arcosa's Construction Products segment (about $1.4B 2026E revenue, ~$380M Adjusted EBITDA) adds roughly 35 million tons of annual aggregates shipments from 109 quarries and yards, with exposure to Dallas-Fort Worth and Phoenix. Its Engineered Structures segment (about $1.3B revenue, ~$245M Adjusted EBITDA, $1.2B backlog) is a top-three manufacturer of energy transmission products tied to grid modernization and data center construction.
Does this acquisition affect CRH's share buyback program?
Yes, in part. CRH does not expect to start a new tranche of its share buyback after the current tranche ends, which is expected no later than July 28, 2026. It will evaluate the program later based on market conditions and capital allocation priorities.
04—Continue