CRH PUBLIC LTD CO 8-K

What Happened

• On June 21, 2026, CRH Americas, Inc. (an indirect wholly owned subsidiary of CRH public limited company) and its wholly owned Merger Sub signed a definitive Agreement and Plan of Merger with Arcosa, Inc. Under the agreement, Merger Sub will merge into Arcosa and Arcosa will become a wholly owned subsidiary of CRH.
• At the Effective Time, each outstanding share of Arcosa common stock (other than excluded shares) will be converted into the right to receive $150.00 in cash per share. Pre-existing Arcosa restricted stock and vested awards outstanding as of the Merger Agreement date will vest and be settled in cash based on the $150 per‑share consideration (with specific treatment for performance awards described in the agreement).
• CRH and Arcosa issued a joint press release and will host a conference call/webcast on June 22, 2026; CRH also furnished an investor presentation.

Key Details

• Merger agreement signed: June 21, 2026; Outside Date (drop-dead): June 21, 2027 (auto-extendable up to 6 months for certain regulatory delays).
• Merger consideration: $150.00 cash per share of Arcosa common stock; Arcosa common stock to be delisted and deregistered if the transaction closes.
• Financing & bridge loan: CRH arranged a $5.75 billion bridge term loan with J.P. Morgan and Morgan Stanley as lead arrangers to partly finance the transaction; this Bridge Loan is expected to be replaced before closing.
• Break/termination fees: Parent may owe Arcosa $371,967,952 in certain antitrust/regulatory-failure scenarios; Arcosa may owe Parent $260,377,567 if it accepts a Superior Proposal or otherwise terminates under specified circumstances.
• Closing conditions include Arcosa stockholder approval, expiration/termination of HSR and other regulatory waiting periods, absence of prohibitive orders, and customary closing reps/covenants; the deal is not subject to a financing condition.

Why It Matters

• This is a cash acquisition that would take Arcosa private and integrate it into CRH’s U.S. operations; the $150 per‑share cash price, regulatory approvals and shareholder vote are the principal milestones for closing.
• The filed Bridge Loan shows CRH has near‑term financing in place, but the company expects to replace that facility prior to closing. Significant termination fees and customary regulatory covenants mean the parties have structured incentives and protections if the deal fails or faces antitrust hurdles.
• For CRH investors: the filing discloses a pause on initiating a new share buyback tranche immediately after the current tranche ends (expected no later than July 28, 2026); CRH will reassess buybacks later based on capital priorities and market conditions.