UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
|
| ||
| (State or other jurisdiction |
(Commission |
(I.R.S. Employer |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 17, 2019, Construction Partners, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain affiliates of SunTx Capital Management Corp. (the “Selling Stockholders”) and BofA Securities, Inc., Robert W. Baird & Co. Incorporated and Raymond James & Associates, Inc., as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 5,000,000 shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), to the Underwriters (the “Offering”) at a price of $13.4662 per share (the “Purchase Price”). The Offering closed on September 20, 2019. Pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an aggregate of 750,000 additional shares of Class A Common Stock at the Purchase Price. The Company did not receive any of the proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions. The Company and the Selling Stockholders, in each case severally and not jointly, have agreed to indemnify the Underwriters against certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any such liabilities.
Under the Underwriting Agreement, the Company, its executive officers and directors and the Selling Stockholders have also agreed, subject to certain exceptions, that they will not, among other things, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for any shares of Class A Common Stock (including, but not limited to, the Company’s Class B common stock, par value $0.001 per share), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any of these transactions are to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition or, in the case of the Company, file a registration statement under the Securities Act relating thereto, without the prior written consent of BofA Securities, Inc. for a period of 120 days from the date of the Underwriting Agreement.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-232555), filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2019, which consists of a base prospectus filed with the SEC on July 3, 2019, a preliminary prospectus supplement filed with the SEC on September 16, 2019, and a final prospectus supplement filed with the SEC on September 18, 2019.
The Underwriters and their affiliates have, from time to time, performed, and may in the future perform, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business, for which they received or will receive customary fees and expenses. In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold and actively trade securities and/or instruments of the Company and its affiliates. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments.
The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
| Item 8.01. | Other Events. |
On September 17, 2019, the Company issued a press release announcing the pricing of the Offering. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |||
| 1.1 |
||||
| 99.1 |
||||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURES
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 20, 2019 |
By: |
/s/ Charles E. Owens | ||||
| Charles E. Owens | ||||||
| President and Chief Executive Officer | ||||||