Sources: Forterra Inc., Irving, Texas; CP staff
In December U.S. Securities and Exchange Commission filings, concrete pipe leader Forterra reports Purchase Agreements with Virginia’s Eagle Corp. and Georgia’s Foley Products Company Inc., both anticipating U.S. Department of Justice Antitrust Division-stipulated asset divestitures leading to approval of a merger with Atlanta-based Quikrete Holdings Inc.
A $2.3 billion merger plan was announced in February 2021, suitor Quikrete offering $24/share cash. The Antitrust Division is reviewing the proposed transaction’s effect on competition in markets where Forterra and Quikrete subsidiaries are among the top sources of concrete pipe or drainage structures for state departments of transportation, county and municipal agencies and private construction customers.
A Membership Interest Purchase Agreement calls for Forterra Pipe & Precast LLC to sell its 50 percent stake in Concrete Pipe & Precast LLC of Ashland, Va. to partner Eagle for $105 million. An Asset Purchase Agreement calls for Forterra Pipe & Precast, along with Quikrete’s Hydro Conduit LLC subsidiary, dba Rinker Materials, to sell a package of the brands’ assets—led by the Forterra St. Martinville, La. concrete pipe and precast plant—to Foley Products for $95 million.
The Purchase Agreements cite a March 22, 2022 deadline for target transaction closings. Both contain seller and buyer termination rights hinging on merger review progress, forthcoming Justice Antitrust Division action and late-stage determination of merger probability. A consummated deal stands to position Quikrete Holdings as a much greater concrete pipe and precast powerhouse—well beyond what Rinker Materials represents—and a key player in cast iron pipe for water supply.