NACG (NYSE: NOA) prices $200M 7% senior unsecured notes in private deal

Rhea-AI Filing Summary

North American Construction Group Ltd. is raising new debt through a private placement of $200 million aggregate principal amount of 7.00% Senior Unsecured Notes due June 16, 2031. The notes are priced at $1,000 per $1,000 principal amount and pay 7.00% annual interest in cash, with semi-annual payments each June 16 and December 16 starting December 16, 2026.

The company plans to use the net proceeds primarily to repay borrowings under its existing credit agreement and for general corporate purposes. The offering is being sold to qualified institutional buyers in the U.S. under Rule 144A and to offshore investors under Regulation S, led by a syndicate of Canadian and U.S. dealers. Closing is expected on or about June 16, 2026, subject to customary conditions.

Insights

Credit markets analyst

NACG locks in $200M of 7% unsecured debt maturing in 2031.

North American Construction Group is issuing $200 million of 7.00% Senior Unsecured Notes due 2031 via a private placement. The notes pay cash interest semi-annually, starting on December 16, 2026, and are issued at par, simplifying yield assessment.

The company states it intends to use proceeds to repay indebtedness under its existing Credit Agreement and for general corporate purposes, effectively refinancing part of its capital structure. The notes rank as senior unsecured obligations, so recovery would depend on asset coverage and any secured debt stack not detailed here.

The deal targets qualified institutional buyers under Rule 144A and offshore investors under Regulation S, with closing expected on or about June 16, 2026 subject to customary conditions. Actual impact on leverage and interest coverage will become clearer in subsequent financial disclosures.

Key Figures

Notes principal: $200 million Coupon rate: 7.00% per annum Issue price: $1,000 per $1,000 +4 more

7 metrics

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

Coupon rate 7.00% per annum Interest rate on Senior Unsecured Notes

Issue price $1,000 per $1,000 Price per principal amount of notes

Maturity date June 16, 2031 Final maturity of Senior Unsecured Notes

First interest payment December 16, 2026 First semi-annual interest payment date

Interest payment dates June 16 and December 16 Semi-annual interest schedule each year

Expected closing June 16, 2026 Expected closing date of the offering

Key Terms

Senior Unsecured Notes, private placement offering, indenture, Credit Agreement, +2 more

6 terms

Senior Unsecured Notes financial

"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.

private placement offering financial

"pricing of Private Placement Offering of $200 Million Senior Unsecured Notes"

A private placement offering is when a company sells its stock or bonds directly to a small group of investors instead of offering them to the general public. This allows the company to raise money quickly and privately, often for specific projects or needs, without going through a public stock exchange.

indenture financial

"The Notes will be issued pursuant to an indenture to be entered into"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Credit Agreement financial

"use the net proceeds of the Offering to repay indebtedness under its existing Credit Agreement"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Rule 144A regulatory

"offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"

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.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/10/2026 - 05:05 PM Accepted by SEC EDGAR 06/10/2026 - 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)

North American Energy Partners Inc.
(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 Pricing 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 10, 2026		By:	/s/ Joe Lambert
		Name:	Joe Lambert
		Title:	President and CEO

EXHIBIT 99.1

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

ACHESON, Alberta, June 10, 2026 (GLOBE NEWSWIRE) -- North American Construction Group Ltd. (“NACG”) (TSX: NOA / NYSE: NOA) announced today that it has entered into an underwriting agreement to sell, pursuant to a private placement offering (the “Offering”), $200 million aggregate principal amount of 7.00% Senior Unsecured Notes due June 16, 2031 (the “Notes”). The Notes will be issued at a price of $1,000 per $1,000 of Notes. The Notes will accrue interest at the rate of 7.00% per annum, payable in cash in equal payments semi-annually in arrears each June 16 and December 16, commencing on December 16, 2026. The Notes will be issued pursuant to an indenture to be entered into between NACG and Computershare Trust Company of Canada, as trustee.

NACG intends to use the net proceeds of the Offering to repay indebtedness under its existing Credit Agreement, and for general corporate purposes.

The Notes are being conditionally 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 are being 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 is being led 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.

Subject to customary closing conditions, the closing of the Offering is expected to occur on or about June 16, 2026.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 expected closing of the Offering and 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 closing of the Offering, the anticipated closing date of the Offering and 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.

FAQ

What type of debt is North American Construction Group Ltd. (NOA) issuing?

North American Construction Group is issuing $200 million of 7.00% Senior Unsecured Notes due June 16, 2031. These notes are unsecured obligations that pay cash interest semi-annually, giving investors a fixed-income security with a defined maturity date.

What is the interest rate and payment schedule on NOA’s new notes?

The notes carry a fixed interest rate of 7.00% per year, paid in cash. Interest is payable in equal semi-annual installments each June 16 and December 16, beginning December 16, 2026, providing investors with regular predictable income.

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

The company intends to use the net proceeds to repay indebtedness under its existing Credit Agreement and for general corporate purposes. This suggests a refinancing of part of its current debt profile rather than funding a specific acquisition or project.

Who can buy North American Construction Group’s new 7.00% notes?

In the United States, the notes are offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A. Outside the U.S., they are sold in offshore transactions under Regulation S, using prospectus exemptions in Canada.

When is the expected closing date of NOA’s $200 million notes offering?

Closing of the offering is expected on or about June 16, 2026, subject to customary closing conditions. The notes will then begin accruing interest, with the first interest payment scheduled for December 16, 2026 under the semi-annual payment terms.

At what price are North American Construction Group’s new notes being sold?

The notes are being issued at a price of $1,000 per $1,000 principal amount. Issuing at par means the coupon rate of 7.00% aligns with the initial yield for investors at the time of issuance, absent fees or secondary market price changes.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 5.4 KB