M&A - ASTEC INDUSTRIES INC

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925064747

Filing Summary: On July 1, 2025, Astec Industries, Inc. completed its previously announced acquisition of TerraSource Holdings, LLC. This acquisition was executed pursuant to a Membership Interest Purchase Agreement dated April 28, 2025, involving multiple seller parties. The total consideration delivered at the closing was $245.0 million in cash on a cash-free, debt-free basis, subject to customary purchase price adjustments. The acquisition was financed through a new credit agreement providing for various credit facilities totaling $600 million, including a revolving credit facility, term loan facility, swingline facility, and letter of credit facility. The Credit Agreement includes various covenants and financial metrics the company must adhere to. A related press release was issued on the same day announcing the closing of the acquisition.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925044104

Filing Summary: On April 28, 2025, Astec Industries, Inc. entered into a Membership Interest Purchase Agreement to acquire 100% equity interests of TerraSource Holdings, LLC for $245 million, subject to customary conditions including regulatory approvals and due diligence. The agreement includes customary representations, warranties, and covenants. The transaction is to be financed through a senior secured revolving credit facility of $150 million and a term loan facility of $350 million. Closing is contingent upon satisfaction of various conditions, including regulatory approvals and accurate representations from both parties. A termination fee of $15 million applies if the agreement is terminated under specific conditions, and there are commitments for post-closing retention programs for key executives of TerraSource. Forward-looking statements indicate potential risks and uncertainties related to the acquisition, including timing and regulatory approvals.