Arcosa, Inc. Announces Completion of Stavola Acquisition and Sale of Steel Components Business
02 October 2024 - 6:16AM
Business Wire
- Transactions Advance Long-Term Strategy to Grow in Attractive
Markets and Reduce Complexity and Cyclicality
Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider
of infrastructure-related products and solutions, today announced
it has completed the previously announced acquisition of the
construction materials business of Stavola Holding Corporation and
its affiliated entities (“Stavola”) for $1.2 billion.
Founded in 1948, Stavola is an aggregates-led and vertically
integrated construction materials company primarily serving the New
York-New Jersey Metropolitan Statistical Area (“MSA”) through its
network of five hard rock natural aggregates quarries, twelve
asphalt plants, and three recycled aggregates sites. For the last
twelve months ended June 30, 2024 (“LTM”), Stavola generated
revenues of $283 million and Adjusted EBITDA of $100 million,
representing a 35% Adjusted EBITDA Margin. The aggregates business
contributed 56% to Stavola’s LTM Adjusted EBITDA. The structure of
the transaction is expected to create tax benefits attributable to
Arcosa with a net present value of approximately $125 million.
The acquisition was funded with a $600 million 6.875% Senior
Note issuance due 2032, which closed on August 26, 2024, and a
pre-payable $700 million variable-rate senior secured Term Loan B
Facility due 2031, which funded concurrently with the closing of
the transaction. Excess cash proceeds will be used to pay down
borrowings on our revolving credit facility.
Additionally, the Company completed the previously announced
sale of its steel components business on August 16, 2024. For the
quarter ended September 30, 2024, we estimate Adjusted EBITDA for
the business will be a $1.0 million to $1.5 million loss,
reflecting a partial period of ownership that was impacted by the
deferral of certain product shipments and business interruption
from actions necessary to complete the divestiture process.
Antonio Carrillo, President and Chief Executive Officer,
commented, “We are pleased to announce the successful completion of
the Stavola acquisition and the divestiture of our steel components
business. These transactions significantly advance our strategy of
growing in attractive markets while reducing the cyclicality and
complexity of our overall portfolio. Stavola underscores our
aggregates-led acquisition strategy, expanding our platform into
the nation’s largest MSA with industry-leading financial
attributes. Proforma for these transactions, our Construction
Products segment represents nearly two-thirds of our Adjusted
EBITDA, up from one-third at our spin-off, and our Adjusted EBITDA
Margin increases more than 200 basis points.
“In August, we arranged attractive permanent financing for the
acquisition, providing ample prepayment flexibility to reduce debt,
consistent with our deleveraging strategy. As a near-term capital
allocation priority, we anticipate deploying our strong free cash
flow to return to our net leverage target of 2.0-2.5x within 18
months.”
Carrillo concluded, “We are excited to welcome Stavola and its
experienced management team and look forward to the long-term
strategic benefit and value creation this transaction will achieve
for Arcosa’s shareholders.”
The Company plans to update its full year 2024 revenue and
Adjusted EBITDA guidance for the completion of these transactions
in connection with the release of its third quarter earnings.
About Arcosa
Arcosa, Inc., headquartered in Dallas, Texas, is a provider of
infrastructure-related products and solutions with leading
positions in construction, engineered structures, and
transportation markets. Arcosa reports its financial results in
three principal business segments: Construction Products,
Engineered Structures, and Transportation Products. For more
information, visit www.arcosa.com.
Cautionary Statements About Forward-Looking
Information
Some statements in this release, which are not historical facts,
are “forward-looking statements” as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements about Arcosa’s estimates,
expectations, beliefs, intentions or strategies for the future.
Arcosa uses the words “anticipates,” “assumes,” “believes,”
“estimates,” “expects,” “intends,” “forecasts,” “may,” “will,”
“should,” “guidance,” “outlook,” “strategy,” “plans,” “goal” and
similar expressions to identify these forward-looking statements.
Forward-looking statements speak only as of the date of this
release, and Arcosa expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein, except as required by
federal securities laws. Forward-looking statements are based on
management’s current views and assumptions and involve risks and
uncertainties that could cause actual results to differ materially
from historical experience or present expectations, including but
not limited to, the intended use of offering proceeds, the
contingencies related to the special mandatory redemption, the
failure to successfully complete and integrate acquisitions,
including the Transaction, or divest any business, or failure to
achieve the expected benefits of acquisitions or divestitures;
market conditions and customer demand for Arcosa’s business
products and services; the cyclical nature of, and seasonal or
weather impact on, the industries in which Arcosa competes;
competition and other competitive factors; governmental and
regulatory factors; changing technologies; availability of growth
opportunities; market recovery; ability to improve margins; the
impact of inflation and costs of materials; assumptions regarding
achievements of the expected benefits from the Inflation Reduction
Act; the delivery or satisfaction of any backlog or firm orders;
the impact of pandemics on Arcosa’s business; and Arcosa’s ability
to execute its long-term strategy, and such forward-looking
statements are not guarantees of future performance. For further
discussion of such risks and uncertainties, see “Risk Factors” and
the “Forward-Looking Statements” section of “Management's
Discussion and Analysis of Financial Condition and Results of
Operations” in Arcosa's Form 10-K for the year ended December 31,
2023 and as may be revised and updated by Arcosa's Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.
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MEDIA CONTACT: media@arcosa.com
INVESTOR CONTACTS Erin Drabek VP of Investor Relations T
972.942.6500 InvestorResources@arcosa.com
David Gold ADVISIRY Partners T 212.661.2220
David.Gold@advisiry.com
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