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|Item 7.01.||Regulation FD Disclosure.|
On September 16, 2019, Construction Partners, Inc. (the “Company,” “we,” “our” and “us”) issued a press release announcing that certain affiliates of SunTx Capital Management Corp. (the “Selling Stockholders”) intend to offer 5,000,000 shares of the Company’s Class A common stock in an underwritten secondary offering (the “Secondary Offering”). The Selling Stockholders intend to grant the underwriters a 30-day option to purchase up to an additional 750,000 shares of Class A common stock. The Selling Stockholders will receive all of the net proceeds from the Secondary Offering. The Company is not selling any shares of Class A common stock in the Secondary Offering and will not receive any proceeds from such Secondary Offering.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
|Item 9.01.||Financial Statements and Exhibits.|
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSTRUCTION PARTNERS, INC.
Date: September 16, 2019
Charles E. Owens
President and Chief Executive Officer
Construction Partners, Inc. Announces Secondary Offering of Class A Common Stock
DOTHAN, AL September 16, 2019 Construction Partners, Inc. (NASDAQ:ROAD) (CPI or the Company) today announced that certain affiliates of SunTx Capital Management Corp. (the selling stockholders) intend to offer 5,000,000 shares of the Companys Class A common stock in an underwritten secondary offering. The selling stockholders intend to grant the underwriters a 30-day option to purchase up to an additional 750,000 shares of Class A common stock.
The selling stockholders will receive all of the net proceeds from the offering. The Company is not selling any shares of Class A common stock in the offering and will not receive any proceeds from such offering.
BofA Merrill Lynch, Baird and Raymond James are acting as the joint bookrunning managers for the proposed offering.
The offering is being made pursuant to an effective shelf registration statement on Form S-3 previously filed by the Company with the Securities and Exchange Commission (the SEC). The offering is being made only by means of a prospectus and related prospectus supplement, copies of which, when available, may be obtained on the SECs website, www.sec.gov, or from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at firstname.lastname@example.org; Robert W. Baird & Co. Incorporated, Attention: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, by telephone at (800) 792-2473, or by email at email@example.com and Raymond James & Associates, Inc., Attn: Syndicate, 880 Carillon Parkway St. Petersburg, FL 33716, by telephone at (800) 248-8863, or by email at firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Construction Partners, Inc. is a vertically integrated civil infrastructure company operating across five southeastern states, with 32 hot mix asphalt plants, nine aggregate facilities and one liquid asphalt terminal. Publicly funded projects make up the majority of its business and include local and state
Construction Partners - News Release
roadways, interstate highways, airport runways and bridges. The majority of the Companys public projects are maintenance-related. Private sector projects include paving and sitework for office and industrial parks, shopping centers, local businesses and residential developments. To learn more, visit www.constructionpartners.net.
Certain statements contained herein that are not statements of historical or current fact constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as seek continue, estimate, predict, potential, targeting, could, might, may, will, expect, should, anticipate, intend, project, outlook, believe, plan and similar expressions or their negative. The forward-looking statements contained in this press release include, without limitation, statements relating to the size and timing of the proposed offering. These and other forward-looking statements are based on managements current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are set forth in the Companys most recent Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K and other reports the Company files with the SEC. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Dennard Lascar Investor Relations
Telephone: (713) 529-6600