8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 16, 2019

CONSTRUCTION PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38479	26-0758017
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

290 Healthwest Drive, Suite 2

Dothan, Alabama 36303

(Address of principal executive offices, including zip code)

(334) 673-9763

(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
Class A common stock, $0.001 par value	ROAD	The Nasdaq Stock Market LLC

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 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.

(d) Exhibits

Exhibit No.		Description
	99.1	Press Release dated September 16, 2019 entitled “Construction Partners, Inc. Announces Secondary Offering of Class A Common Stock.”
	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 16, 2019	By:	/s/ Charles E. Owens
		Charles E. Owens
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

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 Company’s 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 SEC’s website, www.sec.gov, or from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3^rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com; 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 syndicate@rwbaird.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 prospectus@raymondjames.com.

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.

About CPI

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

Page 2

roadways, interstate highways, airport runways and bridges. The majority of the Company’s 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.

Forward-Looking Statements

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 management’s 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 Company’s 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.

Contact:

Rick Black

Dennard Lascar Investor Relations

ROAD@dennardlascar.com

Telephone: (713) 529-6600

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Document and Entity Information	Sep. 16, 2019
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001718227
Document Type	8-K
Document Period End Date	Sep. 16, 2019
Entity Registrant Name	CONSTRUCTION PARTNERS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38479
Entity Tax Identification Number	26-0758017
Entity Address, Address Line One	290 Healthwest Drive
Entity Address, Address Line Two	Suite 2
Entity Address, City or Town	Dothan
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	36303
City Area Code	(334)
Local Phone Number	673-9763
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, $0.001 par value
Trading Symbol	ROAD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true