Short answer
CRH plc (CRH) filed an 8-K current report with the SEC on June 22, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.2). CRH agreed to acquire Arcosa in an all-cash merger at $150.00 per share, making Arcosa a wholly owned subsidiary.
CRH plc 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- CRH agreed to acquire Arcosa in an all-cash merger at $150.00 per share, making Arcosa a wholly owned subsidiary
- Arcosa stockholder approval, antitrust clearance and other regulatory approvals required before closing
- Closing targeted by June 21, 2027, with a potential six-month extension for unresolved regulatory approvals
- No financing condition, reducing funding-execution risk for CRH
- Termination fees: $371,967,952 payable by CRH for specified regulatory failures versus $260,377,567 payable by Arcosa for specified superior bids or recommendation changes
Item 7.01 · Regulation FD Disclosure
- CRH and Arcosa announced the Merger on June 22, 2026, signaling a material strategic transaction
- CRH scheduled an investor conference call and webcast for 8:30 a.m. Eastern Time on June 22, 2026
- Investor presentation accompanying the Merger announcement provides additional transaction rationale and expected implications
Item 8.01 · Other Events
- $5.75B committed bridge loan financing for Arcosa merger consideration, debt refinancing, fees and expenses
- Bridge funding expected to be replaced before closing with term loans and/or senior notes
- Financing remains subject to customary closing conditions, creating execution and refinancing risk
- No new share-buyback tranche expected after current program ends by July 28, 2026
- Capital allocation likely shifts toward merger funding and deleveraging rather than near-term repurchases
Item EX-99.1 · Exhibit EX-99.2
- CRH to acquire 100% of Arcosa for $150 per share in cash, valuing the target at approximately $8.5B enterprise value
- 25% premium to Arcosa’s 60-day VWAP, requiring Arcosa stockholder and regulatory approvals before expected Q1 2027 closing
- $175M annual run-rate cost synergies targeted by year three, with expected earnings, margin and cash-flow accretion within 12 months post-completion
- Adds 35 million tons of aggregates shipments and lifts CRH’s combined annualized production above 265 million tons
- Funding uses available cash and committed debt financing, with pro forma FY 2026E net debt/Adjusted EBITDA of 2.4x
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