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): June 3, 2024 

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) (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
		(Nasdaq Global Select Market)

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 June 3, 2024, Construction Partners, Inc. issued a press release announcing its completion of an acquisition transaction. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1**	Press release dated June 3, 2024
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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: June 3, 2024	By:	/s/ Gregory A. Hoffman
		Gregory A. Hoffman
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Construction Partners, Inc. Announces North Carolina Acquisition

Company Adds Hot-Mix Asphalt Plant in Sandhills Area

DOTHAN, AL, June 3, 2024–Construction Partners, Inc. (NASDAQ: ROAD) (“CPI” or the “Company”), a vertically integrated civil infrastructure company specializing in the construction and maintenance of roadways across six southeastern states, today announced that it has acquired Hudson Paving, Inc., headquartered in Rockingham, North Carolina. The transaction adds a hot-mix asphalt plant and related crews and equipment serving the Sandhills region of North Carolina.

Fred J. (Jule) Smith, III, the Company’s President and Chief Executive Officer, said, “This transaction is a model bolt-on acquisition for Fred Smith Company, our North Carolina platform company. From our existing plant in Carthage and new plant in Rockingham, we are able to fully serve the rapidly growing Pinehurst and Southern Pines market area. We believe the Hudson team and culture fit well with ours, and we welcome our new employees into our growing CPI family.”

About Construction Partners, Inc.

Construction Partners, Inc. is a vertically integrated civil infrastructure company operating across six southeastern states. Supported by its hot-mix asphalt plants, aggregate facilities and liquid asphalt terminals, the Company focuses on the construction, repair and maintenance of surface infrastructure. Publicly funded projects make up the majority of its business and include local and state roadways, interstate highways, airport runways and bridges. The company also performs private sector projects that include paving and sitework for office and industrial parks, shopping centers, local businesses and residential developments. To learn more, visit www.constructionpartners.net.

Cautionary Note Regarding 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 benefits of a business acquisition and the expected results of the acquired business. 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

(713) 529-6600

XML

Cover Page	Jun. 03, 2024
Cover [Abstract]
Entity Tax Identification Number	26-0758017
Entity File Number	001-38479
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	CONSTRUCTION PARTNERS, INC.
Document Period End Date	Jun. 03, 2024
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001718227
Entity Emerging Growth Company	false
Security Exchange Name	NASDAQ
Trading Symbol	ROAD
Title of 12(b) Security	Class A common stock, $0.001 par value
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Local Phone Number	(334) 673-9763(Registrant’s telephone number, including area code)
City Area Code	(334) 673-9763(Registrant’s telephone number, including area code)
Written Communications	false
Entity Address, Postal Zip Code	36303
Entity Address, State or Province	AL
Entity Address, City or Town	Dothan
Entity Address, Address Line One	290 Healthwest Drive, Suite 2