425: Haymaker SPAC to Merge with Suncrete in $973M Deal

Haymaker Acquisition Corp. 4 announced a proposed business combination with Suncrete, a ready-mix concrete logistics and distribution platform, valuing the combined entity at approximately $972.6 million.

Summary

• Haymaker Acquisition Corp. 4 (SPAC) and Concrete Partners Holding, LLC (Suncrete), a SunTx Capital Partners portfolio company, entered into a Business Combination Agreement on October 9, 2025.
• The transaction will result in Suncrete, Inc. (PubCo) being listed on the New York Stock Exchange.
• The Business Combination involves a domestication of Haymaker from the Cayman Islands to Delaware, followed by two mergers.
• The combined company is anticipated to have a total enterprise value of approximately $972.6 million.
• A private placement (PIPE Investment) of approximately $82.5 million in PubCo Class A Common Stock was secured from accredited investors and qualified institutional buyers.
• Existing Suncrete equityholders will receive Class B shares with 10 votes per share, and the Haymaker Sponsor will transfer a significant portion of its shares and warrants to them.
• The transaction is expected to close in the first quarter of 2026.
• Suncrete operates 49 plants and 352 mixer trucks, selling approximately 1.9 million cubic yards per year, primarily in Oklahoma and Arkansas, with plans for expansion throughout the high-growth Sunbelt region.
• The company targets the highly fragmented U.S. ready-mix concrete industry, aiming for growth through both organic expansion and accretive acquisitions.
• Pro forma for the transaction and projected acquisitions, Suncrete expects $583 million in revenue and $130 million in Adjusted EBITDA for 2026.
• The pro forma net debt to 2025E PF Adj. EBITDA is projected at approximately 2.2x.

Sentiment

Score: 8

Explanation: The filing presents a highly positive outlook on the proposed business combination, emphasizing strong growth potential, industry-leading profitability, a robust acquisition strategy, and experienced management. The significant PIPE investment and favorable market tailwinds contribute to a strong positive sentiment, despite inherent risks associated with M&A and forward-looking projections.

Positives

• Suncrete is a scalable, tech-enabled logistics and products platform already generating significant cash flow in a mission-critical segment of the construction supply chain.
• The company holds #1 or #2 market positions in its current markets (Tulsa and Northwest Arkansas) and has a proven strategy for organic growth and a significant, actionable M&A pipeline in the fragmented U.S. ready-mix concrete industry.
• Suncrete demonstrates industry-leading profitability with approximately 86% cash conversion and approximately 23% Adjusted EBITDA margins (2026E, excluding 2026 acquisitions).
• Operations are strategically located in the high-growth U.S. Sunbelt region, benefiting from attractive population, housing, and infrastructure growth tailwinds.
• The transaction is supported by an experienced sponsor, SunTx Capital Partners, which has a track record of successful public listings in adjacent sectors (e.g., Construction Partners, NASDAQ: ROAD, which delivered a 931% return since its IPO).
• Haymaker's leadership has a strong SPAC track record, including three prior successful de-SPAC transactions.
• The PIPE investment of $82.5 million provides considerable post-close funding capacity specifically intended to execute the company's acquisition-led growth strategy.
• There are no secondary proceeds to current shareholders, indicating that capital is being raised for growth initiatives.
• The pro forma enterprise value of $972.6 million at 7.5x 2026E PF Adj. EBITDA appears attractive compared to some industry benchmarks.
• The company projects strong organic revenue growth of approximately 6% in 2025E and 2026E, driven by conservative volume and average selling price increases.
• Suncrete has identified over $102 million in PF EBITDA through 9 targets in active M&A discussions, incremental to the platform under non-binding LOI, driving confidence in meeting or exceeding 2026 forecasts.
• Operational efficiency is high, with 3.0-3.5 yards delivered per driver hour, representing 11% higher truck utilization than the industry average.

Negatives

• The pro forma EBITDA estimates for acquisition targets are based on preliminary information and management-level discussions, not formal negotiations or detailed financial reviews, and are subject to change.
• The $125.1 million of new incremental debt financing related to future acquisitions is not yet committed.
• Overall margins are projected to modestly compress in the projected period due to profitability contribution from sub-optimized acquired businesses in their first year under Suncrete ownership.
• The company identified certain classification errors in previous consolidated statements of operations related to insurance expenses and intercompany elimination entries, which required restated financial statements (though these errors did not affect net income, cash flows, or members' equity).

Risks

• The business depends on activity within the construction industry and the economic strength of its principal markets, and is subject to economic cycles.
• The success of the business depends, significantly, on its ability to execute on its acquisition strategy, to successfully integrate acquired businesses, and to retain key employees of acquired businesses.
• Only one business is under a non-binding letter of intent, and projections assume successful negotiation and consummation of additional acquisitions, which is not assured.
• Substantial indebtedness could adversely affect the financial condition and prevent the company from fulfilling its obligations.
• The company operates in a highly competitive industry within its local markets.
• The business depends on federal, state, and local government spending for public infrastructure construction, and reductions in government funding could adversely affect results of operations.
• The cancellation of a significant number of contracts, disqualification from bidding on new contracts, and unpredictable timing of new project opportunities could have a material adverse effect.
• Inability to accurately estimate overall risks, revenues, or costs on projects may result in contract losses or lower profits.
• Profitability is sensitive to changes in volume because the industry is capital-intensive and has significant fixed and semi-fixed costs.
• Inflation and supply chain disruptions have resulted, and may continue to result, in increased costs, some of which may not be recouped.
• Inability to obtain or maintain sufficient bonding capacity could preclude bidding on certain projects.
• The business is seasonal and subject to adverse weather and climate conditions.
• The company may need to raise additional capital in the future, and it may not be able to do so on favorable terms or at all.
• The company uses estimates in accounting for a number of significant items.
• Design-build contracts subject the company to the risk of design errors and omissions.
• Continued success requires hiring, training, and retaining qualified personnel and subcontractors in a competitive industry.
• Failure of subcontractors to perform as expected could have a negative impact on results.
• The departure of key personnel could affect financial results.
• The production of products is dependent upon the supply chain for several key inputs.
• Failure to meet schedule requirements of contracts could adversely affect reputation and/or expose the company to financial liability.
• A failure to obtain or maintain adequate insurance coverage could adversely affect results of operations.
• Failure to maintain safe work sites could result in significant losses.
• Operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets served.
• A significant downturn in the construction industry may result in an impairment of goodwill.
• The company depends on third parties for concrete equipment and materials essential to operate its business.
• The company uses large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation.
• Delays or interruptions of transportation logistics could affect operating results.
• A significant disruption of information technology systems may harm the business.
• Overall profitability is sensitive to price changes and variations in sales volumes.
• Any material nonpayment or nonperformance by any key customers could have a material adverse effect on results of operations and cash flows.
• There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.
• Operations are subject to changes in legal requirements and governmental policies.
• Government contracts generally are subject to a variety of regulations, requirements, and statutes, the violation or alleged violation of which could have a material adverse effect.
• Environmental laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a material adverse effect.
• Operations are subject to special hazards that may cause personal injury or property damage, subjecting it to liabilities and possible losses that may not be covered by insurance.
• Failure to comply with immigration laws could result in significant liabilities, harm reputation, and disrupt operations.
• Federal, state, and local employment-related laws and regulations could increase the cost of doing business and subject the company to fines and lawsuits.
• Ready-mixed concrete segment's revenue attributable to street, highway, and other public works projects could be negatively impacted by a decrease or delay in governmental spending.
• Governmental regulations, including environmental regulations, may result in increases in operating costs and capital expenditures and decreases in earnings.
• The company may incur material costs and losses as a result of claims that its products do not meet regulatory requirements or contractual specifications.
• The adoption of new accounting standards may affect financial results.
• Obligation to fund multi-employer defined benefit plans in which the company participates may impact financial condition, results of operations, and cash flows.
• The dual class structure of New Parent's common stock will concentrate voting power with SunTx and its affiliates, which may depress the market value of the Class A common stock and limit a stockholder's ability to influence important transactions.
• The market price, trading volume, and marketability of New Parent's Class A common stock may be significantly affected by numerous factors beyond its control.
• Future issuances of equity or debt securities, including in connection with New Parent's acquisition strategy, may adversely affect the value of common stock and dilute stockholders.
• Future sales of Class A common stock may affect the market price.
• Because New Parent is expected to be a controlled company, its stockholders may not have certain corporate governance protections available to stockholders of companies that are not controlled companies.
• Subsequent to the consummation of the Proposed Business Combination, New Parent may be required to take write-downs or write-offs, or be subject to restructuring, impairment, or other charges.
• The Sponsor and Haymaker's officers and directors have interests in the Proposed Business Combination that are different from or in addition to other Haymaker shareholders.
• The Sponsor holds a significant number of Haymaker ordinary shares and will lose its entire investment if a business combination is not completed.
• A conflict of interest may arise in determining whether a particular business combination target is appropriate if expenses exceed the amount not required to be retained in the trust account.
• If the Proposed Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of securities may decline.
• Haymaker does not have a specified maximum redemption threshold, potentially making it easier to consummate the Business Combination even if a substantial majority of shareholders do not agree.
• A substantial majority of Haymaker's public shareholders may redeem their shares, which will reduce the proceeds available to fund New Parent's operations.
• Haymaker is attempting to complete the Proposed Business Combination with a private company about which little information is available.
• Haymaker is not required to obtain an opinion from an independent investment banking firm or accounting firm regarding the fairness of the price.
• The Sponsor may exert a substantial influence on actions requiring a shareholder vote.
• Any warrant tender, the domestication of Haymaker, and the Proposed Business Combination may result in adverse U.S. federal income tax consequences for holders.
• The Sponsor and Haymaker's directors, executive officers, advisors, and their respective affiliates may elect to purchase shares from public shareholders or take other actions, which may influence a vote and reduce the public float.
• Shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances to liquidate their investment.
• Haymaker may not be able to complete its initial Proposed Business Combination by the deadline, leading to liquidation and potential loss for public shareholders.
• If the Proposed Business Combination is not completed, potential target businesses may have leverage over Haymaker in negotiating a business combination.
• Haymaker shareholders may have limited remedies if their shares suffer a reduction in value following the Proposed Business Combination.
• Shareholders holding an aggregate of more than 15% of the Haymaker ordinary shares issued in the initial public offering will lose the ability to redeem all such shares in excess of 15%.
• A shareholder's decision whether to redeem its shares for a pro rata portion of the trust account may not put the shareholder in a better future economic position.
• Shareholders who wish to redeem their shares must comply with specific requirements, which may make it difficult to exercise their redemption rights.
• Haymaker may be able to complete the Proposed Business Combination even if a substantial majority of Haymaker's shareholders do not agree with it.
• If Haymaker redeems its common stock as a U.S. company, it may potentially be subject to a 1% U.S. federal excise tax.
• If a Haymaker public shareholder fails to receive notice of the offer to redeem or fails to comply with procedures, such shares may not be redeemed.

Future Outlook

The combined company, Suncrete, Inc., expects to leverage its scalable platform and M&A strategy to expand throughout the high-growth U.S. Sunbelt region. Management anticipates continued organic growth of approximately 6% annually, driven by volume and average selling price increases, and significant growth through accretive acquisitions in the fragmented ready-mix concrete industry. The company projects $583 million in revenue and $130 million in Adjusted EBITDA by 2026, supported by a robust acquisition pipeline and post-close funding capacity.

Management Comments

• Ned N. Fleming, III (Founding Partner of SunTx): "This strategic transaction positions Suncrete as a leading publicly traded ready-mix concrete platform across Oklahoma and Arkansas with plans to expand throughout the rapidly growing U.S. Sunbelt region."
• Ned N. Fleming, III: "Suncretes leadership team is top-tiered and has grown the business in excess of twenty percent annually since its inception in 2008 by executing a proven, repeatable and scalable strategy of growing local relative market share, entering new markets with accretive acquisitions, and operating with an industry-leading margin profile."
• Ned N. Fleming, III: "Combining with Haymaker provides a professional, sophisticated and experienced strategic partnership. This partnership has been critical to achieving commitments from institutional investors of $82.5 million in a common stock private placement, which provides considerable runway to execute the Companys growth objectives."
• Randall Edgar (CEO of Suncrete): "We are pleased to partner with SunTx, and we greatly value their participation in our shared vision. We are also excited to enter the public markets, and we aim for profitable growth to enhance shareholder value."
• Randall Edgar: "Through our teams substantial operational experience in executing a proven and repeatable strategy, one that we have developed over decades, we believe we can continue to gain scale and grow in the highly-fragmented ready-mix concrete industry across the high-growth Sunbelt region of the United States."
• Andrew R. Heyer (Vice President of Haymaker): "We are thrilled to partner with Suncrete and its impressive and experienced operational leadership team to scale a leading ready-mix concrete logistics and distribution platform company in the high-growth Sunbelt region of the United States."

Industry Context

The ready-mix concrete industry is characterized by highly fragmented and localized markets, with over 3,000 plants in the Sunbelt region and many smaller, privately owned companies undergoing generational ownership transfers. This fragmentation, coupled with limited acquirers, creates a compelling opportunity for consolidation. The U.S. Sunbelt region is experiencing strong tailwinds from population growth, urbanization, and significant infrastructure investment (e.g., over $115 billion of IIJA funding for Sunbelt states), as well as onshoring driving manufacturing construction and a critical undersupply of housing units. Suncrete aims to capitalize on these trends through its hub-and-spoke operating model and acquisition strategy, positioning itself as a consolidator in a market often overlooked by institutional capital and large strategics.

Comparison to Industry Standards

• Suncrete's 2026E Adjusted EBITDA margin of approximately 23% compares favorably to the typical industry average of approximately 5-20% for ready-mix concrete companies.
• Suncrete's 2026E Free Cash Flow Conversion of approximately 86% is significantly higher than the median of 64.5% for 'Business Line Peers' and 88.6% for 'Earnings Compounders' as presented in the investor deck.
• Suncrete's operational efficiency, with 3.0-3.5 yards delivered per driver hour, is 11% higher than the industry average per NRMCA benchmarking survey.
• The pro forma enterprise value of 7.5x 2026E PF Adj. EBITDA is lower than the median of 20.9x for 'Business Line Peers' and 11.9x for 'Earnings Compounders,' suggesting a potentially attractive valuation relative to comparable public companies.
• SunTx Capital Partners has a proven track record, having sponsored Construction Partners, Inc. (NASDAQ: ROAD), which delivered a 931% return since its IPO, significantly outperforming the S&P 500 (approximately 152%) and 'Best-in-Class Heavy Materials' index (approximately 159%) over the same period.

Corporate Governance

Related Party Transactions

• SunTx Capital Partners, a private equity firm, is the sponsor of Suncrete and is partnering with Haymaker.
• The Haymaker Sponsor and certain officers and directors (Sponsor Related Parties) entered into a Sponsor Support Agreement with Suncrete and PubCo.
• The dual class structure of New Parent's common stock will have the effect of concentrating voting power with SunTx and its affiliates.

Stakeholder Impact

• Shareholders (Haymaker): Will vote on the business combination, potentially receive PubCo securities, and face risks related to redemptions, dilution, and the dual-class share structure.
• Shareholders (Suncrete): Existing equityholders will receive Class B shares with concentrated voting power and be subject to lock-up restrictions.
• Investors (PIPE): Will purchase PubCo Class A Common Stock, providing capital for growth.
• Employees (Suncrete): The company emphasizes a 'people, culture, and safety top priorities' approach, suggesting a positive impact on employee retention and development.
• Customers: Suncrete aims to cultivate a competitive advantage through service, leveraging scale, and operational best practices to deliver products on time and on spec.
• Suppliers: Suncrete's consistent demand and professionalized logistics are presented as beneficial to suppliers, fostering long-term relationships.
• Creditors: The transaction involves existing debt rollover and new incremental debt financing, impacting the company's leverage profile.

Next Steps

• Haymaker and Suncrete (PubCo) intend to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus.
• Haymaker's shareholders will vote on the Business Combination.
• Certain Suncrete equityholders will vote in favor of the Business Combination.
• The Business Combination is expected to be completed in the first quarter of 2026.
• Suncrete plans to execute its acquisition strategy, including the target under non-binding LOI (estimated to close October 17, 2025) and other identified targets in new and contiguous Sunbelt markets.

Key Dates

Recommendation

The proposed business combination presents a compelling investment opportunity. Suncrete operates in the high-growth U.S. Sunbelt region, benefiting from strong demographic and infrastructure tailwinds. The company demonstrates industry-leading profitability (23% Adj. EBITDA margin, 86% FCF conversion) and operational efficiency, significantly outperforming industry averages. Its proven 'buy and build' acquisition strategy in a highly fragmented market, supported by a substantial PIPE investment and an experienced sponsor with a successful track record (SunTx Capital Partners with Construction Partners), provides a clear path for scalable growth. The pro forma valuation of 7.5x 2026E PF Adj. EBITDA appears attractive compared to public peers, suggesting potential for significant upside as the company executes its growth plan and realizes synergies from acquisitions. While M&A execution and integration risks exist, the strong management team and strategic positioning mitigate these concerns, making it a strong buy for long-term investors.

Keywords

Ready-mix concrete, Construction materials, SPAC, Business combination, Merger, Sunbelt, Acquisition strategy, Infrastructure, Logistics, Distribution, Private placement, PIPE, Haymaker Acquisition Corp. 4, Suncrete, SunTx Capital Partners, De-SPAC