CRH Americas, Inc. completed its acquisition of Arcosa, Inc. on Oct. 23, making the U.S. company a wholly owned subsidiary in a transaction with about $7.5 billion in cash consideration.
Arcosa’s Form 8-K, filed with the U.S. Securities and Exchange Commission (SEC), identifies CRH Americas as an indirect wholly owned subsidiary of CRH plc, which is incorporated under Irish law. Arcosa shareholders approved the merger at a special meeting Sept. 4.
Holders of eligible Arcosa common shares were entitled to $150 per share. No interest was included, and applicable tax withholding could apply. The filing puts the combined cash consideration for common stock and cash-settled equity awards at about $7.5 billion.
Arcosa also settled its credit agreement at closing, paying about $450.1 million for the outstanding balance and related amounts, including accrued interest. The company reported that the payoff did not bring material early termination fees or penalties. Former Arcosa directors and officers left their roles, which were taken over by directors and officers of Neon Merger Sub, Inc.
Before the Oct. 23 market open, Arcosa asked the New York Stock Exchange and NYSE Texas, Inc. to halt trading and remove its shares from both exchanges. Trading stopped before the session began. After the delisting takes effect, Arcosa plans to file Form 15 with the SEC to end registration of its shares and suspend its reporting obligations.
