CRH Announces Tender & Exchange Offers for $1B of Arcosa Senior Notes

Executive Summary

On November 4, 2026, CRH public limited company (NYSE: CRH) filed a Form 8-K under Item 8.01 (Other Events) announcing liability management transactions initiated by its indirect wholly owned subsidiary, CRH America Finance, Inc. (CRH AF). The transactions address $1.0 billion in aggregate principal amount of outstanding senior notes issued by Arcosa, Inc. ("Arcosa"), which CRH acquired on October 23, 2026.

Key Transaction Terms

1. Targeted Securities

• 4.375% Senior Notes due 2029: $400,000,000 outstanding aggregate principal amount.
• 6.875% Senior Notes due 2032: $600,000,000 outstanding aggregate principal amount.

2. Cash Tender Offers

• Total Tender Consideration (includes $50 early tender premium):
  • 2029 Notes: $983.75 per $1,000 principal amount.
  • 2032 Notes: $1,035.00 per $1,000 principal amount.
• Tender Consideration (after early tender deadline):
  • 2029 Notes: $933.75 per $1,000 principal amount.
  • 2032 Notes: $985.00 per $1,000 principal amount.
• Early Tender Deadline: November 18, 2026, at 5:00 p.m. NYC time.
• Expiration Date: December 4, 2026, at 5:00 p.m. NYC time.

3. Private Exchange Offers

• Eligible holders may exchange Arcosa Notes for up to $1,000,000,000 aggregate principal amount of new notes issued by CRH AF and fully and unconditionally guaranteed by CRH plc.
• Total Exchange Consideration (at or prior to Early Tender Date): $1,000 principal amount of New CRH AF Notes per $1,000 principal amount of Arcosa Notes.
• Exchange Consideration (after Early Tender Date): $950 principal amount of New CRH AF Notes per $1,000 principal amount of Arcosa Notes.

4. Consent Solicitations & Financing

• Indentures Amendments: Solicitations aim to eliminate certain covenants, restrictive provisions, events of default, and guarantee provisions under the existing Arcosa indentures.
• Concurrent Notes Offering: CRH AF commenced a concurrent public offering of senior debt securities guaranteed by CRH plc, proceeds of which will fund the cash consideration for the tender offers.

Strategic & Financial Impact

This liability management initiative integrates Arcosa's capital structure into CRH's corporate credit profile. By substituting subsidiary debt with debt issued by CRH America Finance, Inc. and guaranteed by CRH plc, CRH streamlines its debt stack, removes legacy restrictive covenants from Arcosa's indentures, and centralizes financing under parent-level credit facilities.