CRH wants to replace Arcosa's bonds. What changes for holders?
CRH offers cash or replacement bonds for $1 billion of Arcosa debt. We compare the prices and the conditional changes affecting investors who keep the old notes.
Ticker Byline
CRH public limited company
CRH supplies building materials and construction services. Its Arcosa acquisition adds a new financing task as the group offers cash or replacement notes for inherited debt.
- Ticker
- CRH
- Exchange
- XNYS
- SEC CIK
- 0000849395
The business before Arcosa joined
| Measure | 2026 | 2025 |
|---|---|---|
| Revenue | $11.396 | $11.069 |
| Operating income | $1.896 | $2.081 |
| Net income attributable to CRH | $1.245 | $1.503 |
Higher impairment charges and lower gains from disposals of long-lived assets contributed to lower reported operating income despite higher revenue.
Nine-month operating cash flow was $2.271 billion, compared with $2.710 billion. Purchases of property, equipment and intangible assets were $1.825 billion.
Investing cash flows included $1.677 billion from divestitures over the first nine months. CRH sold its lawn-and-garden business on May 8 and its construction-accessories business on May 29. Disposals during the year also included MoistureShield.
Debt before and after the acquisition
At September 30, cash and cash equivalents were $5.108 billion and total debt was $19.624 billion. That debt included $2.380 billion of U.S. commercial paper. The undrawn revolving credit facility amounted to $3.973 billion and backed the commercial-paper programs.
CRH completed the Arcosa acquisition on October 23 for $150 per share in cash, with an enterprise value of approximately $8.5 billion including debt. Arcosa adds construction materials and infrastructure-related products.
The November financing prospectus disclosed a $3.25 billion acquisition bridge and $2.5 billion term loan drawn after September 30, as well as $1 billion of assumed Arcosa debt. These amounts and the acquired business follow the September balance-sheet snapshot.
A concurrent proposed public bond issue is intended to fund accepted cash tenders for Arcosa notes and repay the bridge. Remaining proceeds are intended for general corporate purposes.
The inherited bonds
The Arcosa debt consists of $400 million of 4.375% notes due in 2029 and $600 million of 6.875% notes due in 2032. Eligible holders can exchange for notes issued by CRH America Finance and guaranteed by CRH plc, retaining the coupons and maturities.
The consent process could remove certain restrictions, default provisions and guarantees from Arcosa bonds that remain outstanding. The changes require sufficient consents and the applicable purchase or exchange before becoming operative.
The early deadline is November 18 and expiration is scheduled for December 4, both at 5 p.m. New York time, unless extended. The eventual cash purchases, exchanges and bridge repayment will show how CRH restructures the inherited debt.
Current outlook and capital returns
CRH's October 29 outlook calls for full-year consolidated net income of $3.1 billion to $3.3 billion and adjusted EBITDA of $7.8 billion to $8.0 billion. The forecast includes Arcosa's expected fourth-quarter contribution and costs of the Velocity transformation program.
Adjusted EBITDA is a profit measure before interest, taxes, depreciation-related costs and other specified adjustments. CRH revised its definition in the third quarter to also exclude substantial acquisition and integration costs and transformation costs. Its new adjusted diluted earnings-per-share forecast is $5.37 to $5.59, using a measure that also removes acquired-intangible amortization and other specified items.
Capital expenditure is forecast at $2.6 billion to $2.8 billion for 2026. On October 29, CRH also authorized up to $6 billion of share repurchases through the end of 2030.
Read our analysis: CRH wants to replace Arcosa's bonds. What changes for holders?
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