Suncrete (RMIX) closes Hope Concrete deal, enters Texas and Louisiana
Rhea-AI Filing Summary
Suncrete, Inc. has completed the acquisition of Hope Concrete, LLC and its Louisiana subsidiaries, giving Suncrete an immediate presence in Texas and Louisiana. The Hope Companies operate 10 ready-mix plants and 88 mixer trucks in North Texas and Southern Louisiana.
Deal consideration included a net closing cash payment of $39,377,232.21, 220,007 shares of Suncrete Class A common stock issued to Michael Mikytuck, and 69,511 nonvoting Class B shares of Purchaser Holdco issued to Foley Bros., LLC, exchangeable into 695,110 Suncrete Class A shares. Mr. Mikytuck applied $2,545,480.52 of his consideration to subscribe for his rollover shares.
The equity issued in connection with the transaction, including the Mikytuck and Foley rollover securities and the future exchangeable shares, relies on private offering exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Suncrete plans to file required historical and pro forma financial statements for the acquired business by amendment within the SEC’s 71-day window.
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Insights
Suncrete expands into Texas and Louisiana via largely cash-funded Hope Concrete acquisition.
Suncrete completed the purchase of the Hope Companies, adding 10 ready-mix plants and 88 mixer trucks in North Texas and Southern Louisiana. Consideration combined a $39,377,232.21 net cash payment with rollover equity to key sellers, aligning management interests with the combined business.
The structure includes 220,007 Suncrete Class A shares to Michael Mikytuck and 69,511 Purchaser Holdco Class B units to Foley, exchangeable into 695,110 Suncrete Class A shares under an exchange agreement. The transaction relies on private offering exemptions under Section 4(a)(2) and Rule 506 of Regulation D, so no public equity issuance is involved.
Integration outcomes will depend on how effectively Suncrete combines operations and realizes its strategy of using Hope as a Texas platform for future acquisitions. Additional detail on financial impact is expected when Suncrete files required historical and pro forma financial information for this deal within the stated 71-day amendment window.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
Rollover Securities financial
Exchange Agreement financial
Section 4(a)(2) of the Securities Act regulatory
Rule 506 of Regulation D regulatory
pro forma financial information financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
Membership Interest Purchase Agreement
On April 28, 2026, two subsidiaries of Suncrete, Inc., a Delaware corporation (the “Company”) – Concrete Partners, LLC, a Delaware limited liability company (“Purchaser”) and Suncrete Intermediate, Inc., a Delaware corporation and newly formed subsidiary of the Company (“Purchaser Holdco”) – entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Hope Concrete, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company (collectively with the Target, the “Hope Companies”). The Hope Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking of concrete, sand, rock, cement, and fly ash. On April 28, 2026, the Company completed the acquisition of the Hope Companies (the “Acquisition”). The owners of the Hope Companies who are also parties to the Purchase Agreement, were Hope Concrete Intermediate Holdings, LLC, a Delaware limited liability company (“Hope Intermediate”), Michael Mikytuck, Christine Wienberg, and Foley Bros., LLC, a Texas limited liability company (“Foley,” and collectively, with Hope Intermediate, Mr. Mikytuck and Ms. Wienberg, the “Sellers”), and Hope Intermediate in its capacity as representative of the Sellers.
After giving effect to the transactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck Rollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to Mr. Mikytuck, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Purchaser Holdco issued to Foley (the “Holdco Rollover Securities”) and (iii) a net closing cash payment of $39,377,232.21, subject to certain adjustments as set forth in the Purchase Agreement, with respect to the purchased units sold by the other Sellers.
The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock of the Company (the “Suncrete Exchange Securities” and, collectively with the Mikytuck Rollover Securities and the Holdco Rollover Securities, the “Rollover Securities”) on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among the Company, Purchaser Holdco and Foley.
The Purchase Agreement contains customary representations, warranties and covenants of the Sellers and Purchaser. The representations and warranties set forth in the Purchase Agreement were made solely for the benefit of the parties thereto, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other parties in accordance with the Purchase Agreement, (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws, and (iv) were made only as of the dates specified in the Purchase Agreement. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Purchaser, Purchaser Holdco, the Target or their respective subsidiaries or affiliates.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in this Current Report on Form 8-K under Item 1.01 regarding the Acquisition is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Rollover Securities is incorporated herein by reference in its entirety.
In connection with the Acquisition, Mr. Mikytuck elected to apply his portion of the consideration, in the amount of $2,545,480.52, to subscribe for and acquire, and the Company issued, the Mikytuck Rollover Securities pursuant to a Subscription Agreement, dated April 28, 2026, by and between the Company and Mr. Mikytuck, in lieu of receiving such cash payment directly.
The issuance of the Mikytuck Rollover Securities and the Holdco Rollover Securities was made, and the issuance of the Suncrete Exchange Securities will be made, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company intends to file any financial statements required by Item 9.01(a) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The Company intends to file any pro forma financial information required by Item 9.01(b) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1* | Membership Interest Purchase Agreement, dated April 28, 2026, by and between Concrete Partners, LLC, Suncrete Intermediate, Inc., Hope Concrete Intermediate Holdings, LLC, and certain owners of Hope Concrete, LLC signatory thereto. | |
| 99.1 | Press Release, issued April 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission or its staff upon request.
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 hereunto duly authorized.
| SUNCRETE, INC. | |||
| Date: April 29, 2026 | By: | /s/ Randall Edgar | |
| Name: | Randall Edgar | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
NEWS RELEASE
Suncrete, Inc. Completes Acquisition of Hope Concrete, LLC and Enters Texas and Louisiana
Company Expands Geographic Footprint into Attractive Growth Markets, Led by Experienced Local Management Team
Tulsa, OK, April 29, 2026 – Suncrete, Inc. (Nasdaq: RMIX) (“Suncrete” or the “Company”), a ready-mix concrete logistics and distribution platform strategically located in Oklahoma and Arkansas, today announced that it has, through its subsidiaries, acquired Hope Concrete, LLC (“Hope”), a leading ready-mix company operating 10 ready-mix plants and 88 mixer trucks in North Texas and Southern Louisiana. Hope extends Suncrete’s geographic footprint into two new states, Texas and Louisiana, and is intended to serve as the Texas platform for future acquisitions.
Commenting on the acquisition of Hope, Randall Edgar, Suncrete’s Chief Executive Officer, stated, “We are pleased to welcome the Foleys and their team of highly experienced operators, whose deep local market expertise and long-standing customer relationships will further enhance our organization. The Foley family has established a strong reputation for exceptional customer service and operational discipline while expanding into attractive markets across Texas and Louisiana. With the Foleys as continuing equity holders and operational leaders, Suncrete’s resources and infrastructure position us to accelerate growth while maintaining the high standards customers have come to expect.”
Edgar added, “We have been impressed by Hope’s business and its people, particularly the strong alignment in values, work ethic, and customer-first focus between our organizations. We believe this cultural and operational fit will support a smooth transition and position the combined business for continued success.”
Tim Foley, Hope’s President, added, “My brother Jim and I are proud of the business our family and the great people we work with have built over the last 80 years and are excited to join Suncrete as we look ahead. Their platform and strategic vision complement our operations and will provide additional resources to support our employees, customers and communities as we continue to grow.”
About Suncrete
Suncrete is a pure-play ready-mix concrete company strategically positioned across Oklahoma and Arkansas with plans to expand throughout the rapidly growing and economically resilient U.S. Sunbelt region. Suncrete is a scalable and vertically integrated logistics and distribution platform operating as a mission-critical partner in the construction value chain. The Company operates batching plants, a dedicated fleet of owned mixer trucks and a tech-enabled dispatch infrastructure supporting a diversified customer base across public infrastructure, commercial and residential sectors. Headquartered in Tulsa, Oklahoma, Suncrete operates under a decentralized plant network strategy with regionally centralized oversight of pricing, customer relationships and fleet utilization with consistent customer engagement across markets to deliver products on time and on spec. Suncrete’s local market leadership, scale and integrated logistics position it as a trusted partner in some of the nation’s most attractive, fastest growing, and most resilient construction markets. The Company is well-aligned to benefit from ongoing population growth, urbanization trends and infrastructure investment across the Sunbelt. To learn more, visit www.suncrete.com.
Suncrete - News Release
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “would,” and similar expressions or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, statements regarding the Company’s acquisition strategy and statements relating to the benefits of the business acquisition. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the Company’s ability to realize the anticipated benefits of the business acquisition, the Company’s ability to integrate the acquired business’s operations into the existing operations of the Company, and the other risks described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Suncrete Investor Contact:
Rick Black
Dennard Lascar Investor Relations
Suncrete@DennardLascar.com
(713) 529-6600
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