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Credit Suisse, Wells Fargo Back Industrea Acquisition of Concrete Pumping Holdings

September 10, 2018, 07:02 AM
Filed Under: Construction Supply

Industrea Acquisition Corp. entered into an Agreement and Plan of Merger with Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (Newco), Concrete Pumping Intermediate Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Newco, Concrete Pumping Merger Sub Inc.,  pursuant to which Concrete Merger Sub will be merged with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco), and Industrea Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Newco. The CPH Merger, the Industrea Merger and the other transactions contemplated in the Merger Agreement are referred to herein as the “Business Combination.”

Under the Merger Agreement and pursuant to the CPH Merger, Newco will acquire CPH for aggregate consideration of $610.0 million, payable in cash after taking into account any shares of CPH capital stock that are contributed to Newco in exchange for shares of Newco’s common stock prior to the consummation of the CPH Merger and any vested options to purchase shares of CPH common stock that are converted into vested options to purchase shares of Newco common stock immediately prior to the closing of the Business Combination. The cash portion of the consideration payable in the CPH Merger is expected to be between $446.9 million and $550.0 million, depending on the number of the Company’s public shares that are redeemed in connection with the closing of the Business Combination.

In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, on September 7, 2018, Concrete Merger Sub entered into a debt commitment letter with Credit Suisse Loan Funding LLC and Credit Suisse AG, pursuant to which CS AG agreed to make available to the combined company at the Closing a seven-year term loan facility with an aggregate principal amount of $350.0 million  a debt commitment letter with Wells Fargo, National Association, pursuant to which Wells Fargo agreed to make available to the combined company at the Closing a five-year asset based revolving credit facility in the aggregate committed amount of $60.0 million.







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