Suncrete expands credit capacity for acquisitions

Suncrete, Inc. amended its senior credit agreement to expand financing capacity for acquisitions.

Rhea-AI Filing Summary

Suncrete, Inc. amended its senior credit agreement to expand financing capacity for acquisitions. The revolving credit facility doubled from $25.0 million to $50.0 million and the company added a $175.0 million delayed draw term loan maturing on July 29, 2029.

The delayed draw facility allows up to 10 borrowings of at least $5.0 million each through the earlier of December 31, 2027 or when commitments are fully reduced, with proceeds restricted to refinancing and funding permitted acquisitions and related costs. As of the effective date, $22.0 million was outstanding on the revolver and $189.2 million on the term loan, with no delayed draw borrowings.

The amendment also revises covenants and definitions, including shifting to a minimum consolidated senior net leverage ratio of 4.00-to-1.00 through June 30, 2027 and 3.50-to-1.00 thereafter, raising the “Material Acquisition” threshold to $50.0 million, and carving out up to $400.0 million of equity proceeds earmarked for acquisitions from certain mandatory prepayments.

Insights

Credit and capital structure analyst

Suncrete increases acquisition-focused debt flexibility while tightening leverage covenants.

Suncrete significantly retools its lending package, adding a $175.0 million delayed draw term loan and doubling revolver capacity to $50.0 million. Proceeds are ring‑fenced for refinancing and funding permitted acquisitions, signaling an ongoing roll‑up or expansion strategy backed by committed debt capital.

Covenant changes matter for risk. The shift to a consolidated senior net leverage test at 4.00‑to‑1.00 through June 30, 2027 then 3.50‑to‑1.00 afterward, plus an increased “Material Acquisition” threshold of $50.0 million, offers flexibility for deals while still imposing leverage discipline.

The carve‑out permitting up to $400.0 million of equity proceeds for acquisitions and the ability to launch a captive insurance program further refine the capital structure toolkit. Actual balance sheet impact will depend on how aggressively Suncrete draws the delayed facility before the December 31, 2027 termination date.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $50.0 million Delayed Draw Term Loan Facility: $175.0 million Revolver outstanding: $22.0 million +5 more

8 metrics

Revolving credit facility size $50.0 million Aggregate commitments after amendment

Delayed Draw Term Loan Facility $175.0 million New delayed draw term loan capacity maturing July 29, 2029

Revolver outstanding $22.0 million Principal outstanding as of effective date

Term Loan outstanding $189.2 million Principal outstanding after applying amendment proceeds

Equity proceeds carve-out $400.0 million Maximum net cash equity proceeds excluded from certain prepayments

Senior net leverage covenant (initial) 4.00-to-1.00 Minimum consolidated senior net leverage ratio through June 30, 2027

Senior net leverage covenant (later) 3.50-to-1.00 Minimum consolidated senior net leverage ratio after September 30, 2027

Material Acquisition threshold $50.0 million Size threshold increased from $25.0 million

Key Terms

Delayed Draw Term Loan Facility, Consolidated EBITDA, consolidated senior net leverage ratio, Material Acquisition, +2 more

6 terms

Delayed Draw Term Loan Facility financial

"provide for a $175.0 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility”)"

A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.

Consolidated EBITDA financial

"modifies the definition of “Consolidated EBITDA” used to calculate certain financial ratios"

Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.

consolidated senior net leverage ratio financial

"replacing the requirement to maintain a minimum consolidated senior leverage ratio with a requirement to maintain a minimum consolidated senior net leverage ratio"

Material Acquisition financial

"increases the threshold of what constitutes a “Material Acquisition” from $25.0 million to $50.0 million"

fixed charge coverage ratio financial

"modifying the calculation of the consolidated fixed charge coverage ratio to, among other things, carve out certain payments"

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

captive insurance program financial

"permits the Loan Parties to enter into a captive insurance program, subject to certain conditions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major financing changes did Suncrete (RMIX) make in this 8-K?

Suncrete expanded its debt capacity by doubling its revolving credit facility to $50.0 million and adding a $175.0 million delayed draw term loan. Both facilities share a July 29, 2029 maturity, supporting acquisition and refinancing activity.

How will Suncrete (RMIX) use the new $175 million delayed draw term loan?

The delayed draw term loan can only fund permitted acquisitions, related earnout payments, and retroactive refinancing of certain prior acquisitions. It also covers associated transaction expenses, keeping the new borrowing tightly focused on Suncrete’s acquisition and integration strategy.

What leverage covenants now apply under Suncrete (RMIX)'s amended credit agreement?

The amendment replaces the minimum consolidated senior leverage ratio with a minimum consolidated senior net leverage ratio of 4.00-to-1.00 through June 30, 2027 and 3.50-to-1.00 for later quarters, subject to specified adjustments after certain Material Acquisitions.

How much debt was outstanding for Suncrete (RMIX) when the amendment became effective?

As of the effective date, Suncrete had about $22.0 million outstanding under the revolving credit facility and approximately $189.2 million outstanding under the term loan. No borrowings had yet been made under the new delayed draw term loan facility at that time.

What is the new definition of a Material Acquisition for Suncrete (RMIX)?

The amendment raises the threshold for a Material Acquisition from $25.0 million to $50.0 million. This higher bar affects how acquisitions interact with financial covenants and certain optional adjustments, aligning the agreement with larger transaction sizes.

How does the $400 million equity proceeds carve-out affect Suncrete (RMIX)?

The amended agreement allows Suncrete to receive up to $400.0 million in net cash from equity issuances without triggering certain mandatory prepayments if those proceeds are intended for permitted acquisitions and related costs, preserving flexibility to combine equity and debt in its deal financing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2026 - 04:31 PM Learn about SEC filing dates

false 0002094433 0002094433 2026-06-30 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 30, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43227		39-4989597
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

521 E. 2nd Street

Tulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RMIX		The Nasdaq Stock Market LLC
(indicate by check)
				Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, Concrete Partners, LLC (the “Borrower”), a subsidiary of Suncrete, Inc. (the “Company”), and the Company and certain of the Company’s wholly owned subsidiaries in their capacity as guarantors (collectively with the Borrower and the Company, the “Loan Parties”), are party to a credit agreement with Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (the “Administrative Agent”), BofA Securities, Inc., as joint lead arranger and sole bookrunner, and the lenders party thereto (collectively, the “Lenders” and such agreement, as amended prior to the date of the Amendment (as defined below), the “Credit Agreement”), which previously provided for (i) a fully drawn senior secured first lien term loan in the aggregate principal amount of $205.0 million (the “Term Loan”) and (ii) a $25.0 million revolving credit facility (the “Revolving Credit Facility”).

On June 30, 2026 (the “Effective Date”), the Loan Parties entered into that certain Commitment Increase and Fifth Amendment to Credit Agreement (the “Amendment,” and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) with the Lenders, pursuant to which the Credit Agreement was amended to, among other things, (i) increase the aggregate commitments under the Revolving Credit Facility from $25.0 million to $50.0 million and (ii) provide for a $175.0 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility”), with the same maturity date as the other loans under the Amended Credit Agreement of July 29, 2029 (the “Maturity Date”).

Pursuant to the Amendment, the Delayed Draw Term Lenders (as defined in the Amendment) agreed to make loans to the Borrower from time to time, but limited to a maximum of 10 drawings by the Borrower, each in a minimum principal amount of $5.0 million, until the earlier of (i) December 31, 2027 and (ii) the date on which the aggregate amount of commitments under the Delayed Draw Term Loan Facility (the “Delayed Draw Term Commitments”) is reduced to zero pursuant to the terms of the Amended Credit Agreement (the “Delayed Draw Termination Date”). Any undrawn commitments under the Delayed Draw Term Loan Facility will be subject to a customary commitment fee.

Proceeds from the Delayed Draw Term Loan Facility are required to be used only to (i) retroactively refinance certain previously completed acquisitions and (ii) finance certain permitted acquisitions, including the payment of permitted earnouts and to pay transaction expenses incurred in connection therewith. Under the Amended Credit Agreement, borrowings under the Delayed Draw Term Loan Facility will amortize in quarterly installments, commencing with the fiscal quarter ending December 31, 2026 (each, a “Delayed Draw Term Loan Repayment Date”), in an amount, subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal, equal to the original aggregate principal amount of all funded loans under the Delayed Draw Term Loan Facility (the “Delayed Draw Term Loans”) as of the applicable Delayed Draw Term Loan Repayment Date multiplied by (i) 1.875% for each Delayed Draw Term Loan Repayment Date occurring from December 31, 2026 through and including September 30, 2027 and (ii) 2.5% for each Delayed Draw Term Loan Repayment Date occurring from December 31, 2027 through and including June 30, 2029, with the entire unpaid principal amount of the Delayed Draw Term Loans due on the Maturity Date. The Borrower has the same selection of interest rate options and interest periods for borrowings under the Delayed Draw Term Loan Facility as the Term Loan and the Revolving Credit Facility.

In addition, the Amendment (i) provides a carve-out from the mandatory prepayment requirements in the Amended Credit Agreement that permits the Loan Parties to receive up to $400.0 million in net cash proceeds from equity issuances made prior to the Delayed Draw Termination Date, so long as the net cash proceeds are intended to be used to consummate permitted acquisitions and pay the costs and expenses in connection therewith, (ii) (a) revises the joinder requirements and permitted acquisition baskets and (b) provides for certain permitted earnout payments and, in each case, to increase operational flexibility and to support the Company’s acquisition strategy, (iii) modifies the definition of “Consolidated EBITDA” used to calculate certain financial ratios, (iv) permits the Loan Parties to enter into a captive insurance program, subject to certain conditions and (v) increases the threshold of what constitutes a “Material Acquisition” from $25.0 million to $50.0 million.

The Amendment also modifies certain financial covenants, including (i) replacing the requirement to maintain a minimum consolidated senior leverage ratio with a requirement to maintain a minimum consolidated senior net leverage ratio as of the end of each fiscal quarter of (a) 4.00-to-1.00 for fiscal quarters ending between the Effective Date and June 30, 2027 and (b) 3.50-to-1.00 for fiscal quarters ending after September 30, 2027, subject to certain adjustments, including at the Borrower’s option following a Material Acquisition, subject to certain conditions, and

(ii) modifying the calculation of the consolidated fixed charge coverage ratio to, among other things, carve out certain payments made in connection with the Company’s recently completed de-SPAC transaction.

As of the Effective Date, (i) the principal amount outstanding under the Revolving Credit Facility was approximately $22.0 million, after drawing down approximately $7.0 million on the Effective Date, (ii) the principal amount outstanding under the Term Loan was approximately $189.2 million after giving effect to application of proceeds from the Amendment and (iii) the Borrower had not made any borrowings under the Delayed Draw Term Loan Facility. The obligations of the Borrower under the Amended Credit Agreement are secured by a first priority lien on substantially all personal property assets of the Company and its wholly owned subsidiaries.

Except as modified by the Amendment, the terms of the Credit Agreement remain unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Lenders that are parties to the Amended Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, such services to the Loan Parties and to persons and entities with relationships with the Loan Parties, for which they received or will receive customary fees and expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1#		Commitment Increase and Fifth Amendment to Credit Agreement, dated as of June 30, 2026, by and among, Concrete Partners, LLC, Concrete Partners Holding, LLC, the Company, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC, Haymaker Acquisition Corp. 4, Suncrete Intermediate, Inc. and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request. Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such excluded information is not material and is the type that the Company treats as private or confidential.

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: July 7, 2026		By:		/s/ Randall Edgar
				Name: Randall Edgar
				Title: Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.3 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB