8-KMaterial AgreementsRegulation FDOther Events+1

CRH PUBLIC LTD CO 8-K Report, Material Agreement (Jun 22, 2026)

Filed June 22, 2026For Securities:CRH

Summary

CRH Public Limited Company (CRH) has announced a significant strategic move through its indirect wholly owned subsidiary, CRH Americas, Inc., entering into a definitive Agreement and Plan of Merger with Arcosa, Inc. (Arcosa). This transaction will see Arcosa become a wholly owned subsidiary of CRH, with Arcosa's common stock shareholders set to receive $150.00 in cash per share. This all-cash transaction represents a substantial acquisition, with the total deal value implicitly understood through the cash consideration offered to Arcosa shareholders. The company has also secured a $5.75 billion bridge loan facility to finance a portion of the transaction, which is expected to be replaced by alternative financing before the merger's completion. CRH does not currently plan to initiate a new share buyback tranche following the expiration of its current program, indicating a focus on capital deployment towards this strategic acquisition.

Key Highlights

  • 1CRH, through its subsidiary, has entered into a definitive merger agreement to acquire Arcosa, Inc.
  • 2Arcosa shareholders will receive $150.00 per share in cash for their common stock, with all equity awards also being settled in cash.
  • 3The transaction is subject to customary closing conditions, including Arcosa stockholder approval and regulatory clearances (e.g., HSR Act).
  • 4CRH has secured a $5.75 billion bridge loan facility to fund a portion of the acquisition, with plans to secure alternative financing before closing.
  • 5Arcosa's board has agreed not to solicit other acquisition proposals but has fiduciary out provisions under specific circumstances (e.g., superior proposal, intervening event).
  • 6The merger is expected to result in Arcosa's common stock being delisted from the NYSE.
  • 7CRH does not plan to initiate a new share buyback tranche immediately following the expiration of its current program.

Frequently Asked Questions

This 8-K filing announces CRH Public Limited Company's (CRH) entry into a material definitive agreement for the acquisition of Arcosa, Inc. It details the terms of the merger agreement, the consideration to be paid to Arcosa shareholders, closing conditions, financing arrangements, and other related matters.

Under the terms of the merger agreement, each share of Arcosa common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive $150.00 in cash, without interest, subject to applicable withholding taxes.

CRH has secured a $5.75 billion U.S. dollar term loan facility as a bridge loan to finance, in part, the merger consideration, refinancing of certain Arcosa debt, and related expenses. CRH expects this bridge loan to be replaced with alternative financing prior to the closing of the merger.

The consummation of the merger is subject to several conditions, including the adoption of the merger agreement by Arcosa stockholders, the absence of any governmental injunctions prohibiting the merger, the expiration or termination of the waiting period under the HSR Act, and other customary closing conditions such as the accuracy of representations and warranties and absence of material adverse effects.