NACG closes $200M 7.00% senior notes issue

Rhea-AI Filing Summary

North American Construction Group Ltd. has closed a private placement of $200 million aggregate principal amount of 7.00% Senior Unsecured Notes due June 16, 2031. The company plans to use the proceeds to repay indebtedness under its existing Credit Agreement and for general corporate purposes.

The notes were sold in Canada under prospectus exemptions and placed with U.S. investors as qualified institutional buyers under Rule 144A, and offshore investors under Regulation S. The offering was underwritten by a syndicate led by National Bank Financial and several other major dealers.

Insights

Credit and capital-structure analyst

$200M fixed‑rate notes refinance existing NACG debt.

NACG issued $200 million of 7.00% Senior Unsecured Notes maturing on June 16, 2031. The company states it will apply proceeds to repay indebtedness under its existing Credit Agreement and for general corporate purposes, shifting part of its borrowings into long-dated, fixed-rate unsecured debt.

The transaction was executed as a private placement in Canada using prospectus exemptions and in the U.S. via Rule 144A and Regulation S to institutional and offshore investors. An underwriting syndicate of Canadian dealers and affiliates distributed the notes, signaling access to institutional credit markets but not implying specific pricing versus benchmarks.

Overall, this looks like a capital-structure management move rather than a fundamental change in operations. The net effect on interest cost and leverage will depend on the terms of the repaid Credit Agreement, which are not detailed in this excerpt, so the visible impact on valuation remains neutral.

Key Figures

Senior notes principal: $200 million Coupon rate: 7.00% Maturity date: June 16, 2031 +2 more

5 metrics

Senior notes principal $200 million Aggregate principal amount of new Senior Unsecured Notes

Coupon rate 7.00% Interest rate on Senior Unsecured Notes

Maturity date June 16, 2031 Due date of Senior Unsecured Notes

Years in operation over 70 years NACG service history in construction and mining

Contact phone (780) 960.7171 Investor relations contact for NACG

Key Terms

Senior Unsecured Notes, Rule 144A, Regulation S, prospectus exemptions, +1 more

5 terms

Senior Unsecured Notes financial

"private placement offering of $200 million aggregate principal amount of 7.00% Senior Unsecured Notes due June 16, 2031"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Rule 144A regulatory

"qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

prospectus exemptions regulatory

"offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions"

Prospectus exemptions are legal rules that allow a company to sell shares or other securities without preparing the full, formal disclosure document normally required for public offerings. Think of it like buying from a short catalogue instead of a full product brochure: the paperwork is lighter and the sale can happen faster, but investors typically get less public information, so these deals can be riskier and less liquid than fully disclosed offerings.

qualified institutional buyers financial

"sold in the United States only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

FAQ

What did North American Construction Group (NOA) announce in this Form 6-K?

North American Construction Group announced it closed a private placement of $200 million 7.00% Senior Unsecured Notes due June 16, 2031. This financing provides long-term capital and is primarily intended to repay indebtedness under its existing Credit Agreement and support general corporate purposes.

What are the key terms of North American Construction Group’s new notes?

The company issued $200 million aggregate principal amount of Senior Unsecured Notes bearing a 7.00% interest rate and maturing on June 16, 2031. These notes rank unsecured, pay a fixed coupon, and form part of the company’s long-term funding structure as described in the announcement.

How will North American Construction Group (NOA) use the $200 million note proceeds?

North American Construction Group states it will use the net proceeds to repay indebtedness under its existing Credit Agreement and for general corporate purposes. This means the funds primarily refinance current borrowings, with flexibility to support ongoing business needs where appropriate.

Where and how were North American Construction Group’s new notes offered?

The notes were offered in Canada on a private placement basis under prospectus exemptions, and in the United States only to qualified institutional buyers under Rule 144A. They were also sold outside the U.S. in offshore transactions relying on Regulation S under the U.S. Securities Act.

Who underwrote the $200 million notes for North American Construction Group?

The offering was underwritten by National Bank Financial Inc., including its U.S. affiliates, alongside ATB Capital Markets, Scotia Capital, TD Securities, BMO Nesbitt Burns, CIBC World Markets, Canaccord Genuity, and Raymond James. This syndicate arranged distribution to institutional investors in relevant markets.

Are North American Construction Group’s new notes registered under the U.S. Securities Act?

No, the notes have not been registered under the U.S. Securities Act or state securities laws. They were sold in the United States only to investors reasonably believed to be qualified institutional buyers under Rule 144A and offshore investors under Regulation S exemptions.

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Accepted by SEC EDGAR 06/16/2026 - 05:05 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-33161

North American Construction Group Ltd.
(Translation of registrant's name into English)

(Former Name)

27287- 100 Avenue
Acheson, Alberta T7X 6H8
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [ X ]

Documents Included as Part of this Report

Exhibit No.		Description
99.1		North American Construction Group Ltd. Announces Closing of Private Placement Offering of $200 Million Senior Unsecured Notes

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		North American Construction Group Ltd.
Date: June 16, 2026		By:	/s/ Barry Palmer
		Name:	Barry Palmer
		Title:	President and CEO

EXHIBIT 99.1

North American Construction Group Ltd. Announces Closing of Private Placement Offering of $200 Million Senior Unsecured Notes

ACHESON, Alberta, June 16, 2026 (GLOBE NEWSWIRE) -- North American Construction Group Ltd. (“NACG”) (TSX: NOA / NYSE: NOA) announced today that it has successfully closed its previously announced private placement offering (the “Offering”) of $200 million aggregate principal amount of 7.00% Senior Unsecured Notes due June 16, 2031 (the “Notes”).

As previously stated, NACG will utilize the proceeds of the Offering to repay indebtedness under its existing Credit Agreement, and for general corporate purposes.

The Notes were offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and were offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

The Offering was underwritten by National Bank Financial Inc., including its U.S. affiliates, ATB Capital Markets Corp., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Canaccord Genuity Corp. and Raymond James Ltd.

About the Company

North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Australia, Canada, and the U.S. For over 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

Forward-Looking Information

The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words "anticipate", "believe", "expect", "should" or similar expressions and include guidance with respect to the Offering, including, but not limited to, the use of proceeds of the Offering. The material factors or assumptions used to develop the above forward-looking statements, and the risks and uncertainties to which such forward-looking statements are subject, include, but are not limited to, the expected use of proceeds of the Offering, interest rates and market conditions, heavy equipment demand, and credit risks and existing indebtedness. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Although NACG believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and NACG cautions you to not place undue reliance upon forward-looking statements. NACG undertakes no obligation, other than those required by applicable law, to update or revise such forward-looking statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.ca and on our company website at www.nacg.ca.

For more information, contact:

Jason Veenstra, CPA, CA
Chief Financial Officer
North American Construction Group Ltd.
(780) 960.7171
ir@nacg.ca
www.nacg.ca

Source: North American Construction Group Ltd.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 4.5 KB