425: Haymaker SPAC to Merge with Suncrete in $983M Deal

Haymaker Acquisition Corp. 4 announces a business combination with ready-mix concrete provider Suncrete, valuing the combined entity at $983 million.

Summary

• Haymaker Acquisition Corp. 4 (HYAC) is entering into a business combination agreement with Concrete Partners Holding, LLC (Suncrete), a pure-play ready-mix concrete platform.
• The transaction values the combined entity at a pro forma enterprise value of $983.5 million, representing 7.6x 2026E PF Adjusted EBITDA of $130.0 million.
• Suncrete operates 50 plants with 335 mixer trucks, selling approximately 1.8 million cubic yards per year, primarily in the high-growth U.S. Sunbelt region.
• The company projects $675 million in pro forma revenue and $130 million in pro forma Adjusted EBITDA for 2026, driven by organic growth and strategic acquisitions.
• The business combination is supported by $82.5 million in equity PIPE commitments and includes $125.1 million in incremental debt financing.
• Existing Suncrete equityholders will hold 54% of the pro forma ownership, with HYAC investors holding 25%, HYAC Sponsor 6%, and PIPE investors 15%.
• The transaction assumes approximately 34% redemptions from HYAC's cash in trust, with an assumed closing date of February 13, 2026.
• Suncrete has a significant acquisition pipeline, including targets under non-binding letters of intent representing $39 million in 2025E PF Adjusted EBITDA, and over $60 million in PF EBITDA from other targets under active discussion.

Sentiment

Score: 8

Explanation: The filing presents a highly positive outlook for Suncrete, emphasizing strong financial performance, a robust acquisition strategy, experienced management, and favorable market conditions in the U.S. Sunbelt. The valuation appears attractive compared to peers, and the growth trajectory is compelling. Risks are comprehensively disclosed, but the overall tone and projected metrics are very optimistic.

Positives

• Suncrete is a scaled, tech-enabled logistics and products platform with 50 plants and 335 mixer trucks, generating significant cash flow.
• The company holds a #1 or #2 market position in its current markets (Tulsa and Northwest Arkansas) and has a proven track record of organic growth.
• Suncrete operates with industry-leading profitability, boasting an estimated ~26% Adjusted EBITDA margin for 2026E (excluding 2026 acquisitions) compared to an industry average of 5-20%.
• The company exhibits strong cash conversion, with an estimated ~87% Free Cash Flow Conversion for 2026E.
• Suncrete benefits from attractive population, housing, and infrastructure tailwinds in the U.S. Sunbelt, including over $115 billion of IIJA funding for Sunbelt states.
• The management team, led by industry veterans, has a proven playbook for acquisition-led growth, demonstrated by SunTx's success with Construction Partners (NASDAQ: ROAD), which delivered a ~771% return since its IPO.
• The proposed business combination provides post-close funding capacity to execute a robust growth strategy, with no secondary proceeds to current shareholders.
• Suncrete's truck utilization is 11% higher than the industry average (yards per driver hour), indicating operational efficiency.
• The company has a deep and actionable M&A pipeline, with $39 million of 2025E PF Adjusted EBITDA currently under non-binding LOI and over $60 million in PF EBITDA from other targets under active discussion.

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 company's projections assume successful negotiation and consummation of additional acquisitions, which is not assured, and discussions with potential targets may not result in binding agreements.
• The 2025E forecast for the current platform includes the impact of abnormally high amounts of rain in key regions, resulting in a 16% reduction in scheduled concrete pour days compared to the forecast.
• Overall pro forma margins are projected to modestly compress in the projected period due to the profitability contribution from sub-optimized acquired businesses, with no margin improvement assumed in the first year of Suncrete ownership for acquired businesses.
• The transaction assumes approximately 34% redemptions from Haymaker's cash in trust, which could reduce the public float and liquidity of the trading market.

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 its acquisition strategy, successfully integrate acquired businesses, and retain key employees of acquired businesses.
• There is no assurance that the company will successfully negotiate and consummate acquisitions, including those currently under non-binding letters of intent or active discussions.
• A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact results of operations.
• The proposed business combination may not be consummated in a timely manner or at all.
• Substantial indebtedness could adversely affect financial condition and prevent the company from fulfilling its obligations and achieving projected results.
• 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 funding could adversely affect results.
• Cancellation of a significant number of contracts, disqualification from bidding, 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.
• The capital-intensive nature of the industry and significant fixed/semi-fixed costs make profitability sensitive to changes in volume.
• Inflation and supply chain disruptions have resulted, and may continue to result, in increased costs that may not be recouped.
• The company may lose business to competitors who underbid or may otherwise be unable to compete favorably.
• 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 on unfavorable terms or not at all, impairing operations or growth objectives.
• The company uses estimates in accounting for significant items, which may be inaccurate.
• 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 negatively impact results.
• The departure of key personnel could affect financial results.
• Future success depends on attracting and retaining qualified personnel, particularly in sales and operations.
• 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.
• 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, affecting business and reputation.
• Operating results may vary significantly from one reporting period to another and be adversely affected by the cyclical nature of markets.
• A significant downturn in the construction industry may result in an impairment of goodwill.
• Dependence on third parties for concrete equipment and materials essential to operate the business.
• Large amounts of electricity and diesel fuel are subject to 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 key customers could have a material adverse effect on results and cash flows.
• Inherent limitations in control systems mean 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 are subject to various regulations, requirements, and statutes, the violation of which could have a material adverse effect.
• Environmental laws and regulations and any changes or liabilities could have a material adverse effect on financial condition, results, and liquidity.
• Operations are subject to special hazards that may cause personal injury or property damage, potentially not 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 costs and lead to fines or lawsuits.
• Ready-mixed concrete segment's revenue from public works projects could be negatively impacted by a decrease or delay in governmental spending.
• Governmental regulations, including environmental, may increase operating costs and capital expenditures and decrease earnings.
• The company could incur material costs and losses from claims that 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 may impact financial condition, results, and cash flows.
• The dual class structure of New Parent's common stock will concentrate voting power with SunTx and its affiliates, potentially depressing Class A common stock market value and limiting stockholder influence.
• The market price, trading volume, and marketability of New Parent's Class A common stock may be significantly affected by numerous factors beyond control.
• Future issuances of equity or debt securities, including for acquisition strategy, may adversely affect the value of common stock and dilute stockholders.
• Future sales of Class A common stock may affect its market price.
• As a controlled company, New Parent's stockholders may not have certain corporate governance protections available to stockholders of non-controlled companies.
• New Parent may be required to take write-downs or write-offs, or be subject to restructuring, impairment, or other charges post-combination.
• The Sponsor and Haymaker's officers and directors have interests in the Proposed Business Combination that differ from or are in addition to other Haymaker shareholders.
• The Sponsor will lose its entire investment if a business combination is not completed.
• A conflict of interest may arise in determining an appropriate business combination target if the Sponsor and Haymaker's executive officers and directors are not reimbursed for out-of-pocket expenses.
• If the Proposed Business Combination's benefits do not meet expectations, the market price of securities may decline.
• Haymaker does not have a specified maximum redemption threshold, potentially allowing consummation even if a substantial majority of shareholders disagree.
• Substantial redemptions by Haymaker's public shareholders will reduce proceeds available to fund New Parent's operations.
• Haymaker is attempting to complete a business combination with a private company about which little information is available, potentially resulting in a less profitable outcome.
• Haymaker is not required to obtain an opinion from an independent investment banking or accounting firm regarding the fairness of the price.
• The Sponsor may exert substantial influence on actions requiring a shareholder vote.
• The warrant tender, domestication of Haymaker, and Business Combination may result in adverse U.S. federal income tax consequences for holders.
• The Sponsor and Haymaker's directors, executive officers, advisors, and affiliates may purchase shares from public shareholders, influencing a vote and reducing public float.
• Shareholders will not have rights or interests in trust account funds, except under limited circumstances to liquidate, potentially forcing sales at a loss.
• If the Business Combination is not completed by the deadline, Haymaker would liquidate, and public shareholders may receive less than $10.10 per share, with warrants expiring worthless.
• If the Business Combination is not completed, potential target businesses may have leverage over Haymaker, and due diligence ability may decrease.
• Haymaker's limited resources and significant competition for opportunities may make it difficult to complete an initial business combination if the current one fails.
• Directors' discretion in agreeing to changes or waivers of closing conditions may result in a conflict of interest.
• Third-party claims against Haymaker could reduce trust account proceeds and the per-share redemption amount.
• Haymaker's directors may decide not to enforce Sponsor indemnification obligations, reducing funds for public shareholders.
• If Haymaker files for bankruptcy, creditors' claims may have priority over shareholders, reducing the per-share amount.
• Haymaker shareholders may be held liable for claims by third parties to the extent of distributions received upon redemption.
• If Haymaker files for bankruptcy after distributing proceeds, a bankruptcy court may seek to recover proceeds, and directors may be viewed as breaching fiduciary duties.
• Haymaker shareholders may have limited remedies if their shares suffer a reduction in value post-combination.
• Shareholders holding more than 15% of initial public offering shares will lose the ability to redeem all such excess shares.
• A shareholder's decision to redeem may not put them in a better future economic position.
• Shareholders must comply with specific redemption requirements, or they will not be entitled to redeem their shares.
• Haymaker may be able to complete the Business Combination even if a substantial majority of shareholders do not agree.
• If Haymaker redeems its common stock as a U.S. company, it may be subject to a 1% U.S. federal excise tax.
• If a public shareholder fails to receive notice or comply with procedures for tendering shares, such shares may not be redeemed.

Future Outlook

Suncrete projects strong organic revenue growth of approximately 4% for its current platform in 2026, driven by a rebound in volume to normalized levels (3.5% year-over-year growth) and stable price growth of 1.6%. The company anticipates achieving $130 million in pro forma Adjusted EBITDA by 2026, supported by its significant acquisition pipeline, including targets under non-binding LOI and additional targets in active discussions. Management expects to realize efficiencies and performance improvements post-integration of acquired businesses, particularly in the second year of ownership, through operational playbook implementation, procurement benefits, and operating leverage enhancements.

Management Comments

• SunTx Capital Partners is excited to partner with Haymaker Acquisition Corp. 4 to bring Concrete Partners Holding, LLC (Suncrete) to the public markets.
• Suncrete is a scalable tech-enabled logistics and products platform operating in a mission-critical segment of the construction market.
• Suncrete's industry-leading profitability results from sophisticated operations, with approximately 87% Cash Conversion and approximately 26% Adjusted EBITDA margin.
• The company is well-positioned for consolidation given fragmented and localized markets with limited acquirors, and currently has a significant, actionable M&A pipeline.
• Haymaker and SunTx are the right partners to bring Suncrete to the public market, leveraging SunTx's experience with Construction Partners and Haymaker's SPAC sponsorship track record.
• The business combination offers compelling post-close funding capacity to execute a robust growth strategy, with significant acquisition pipeline and no secondary proceeds to current shareholders.

Industry Context

The ready-mix concrete industry is highly fragmented and localized, with many sub-scale players and unfocused operations from upstream-centric strategics. This structure creates a compelling opportunity for strategic consolidation, which Suncrete aims to capitalize on. The U.S. Sunbelt market, where Suncrete operates, is experiencing strong tailwinds from population growth, migration, significant investment in critical infrastructure (e.g., over $115 billion in IIJA funding), and a critical undersupply of housing units. Suncrete's strategy of acquiring local market leaders and implementing its operational playbook aligns with the industry's need for professionalized infrastructure and focused strategy, differentiating it from typical competitors who often lack modern technology integration and sophisticated pricing policies.

Comparison to Industry Standards

• Suncrete's projected 2026E Adjusted EBITDA margin for its current platform is ~26%, significantly higher than the median of 10.2% for 'Business Line Peers' (e.g., Martin Marietta, Eagle Materials, Vulcan Materials, Summit Materials) and comparable to 'Earnings Compounders' (e.g., Construction Partners) median of 31.3%.
• Suncrete's projected 2026E Free Cash Flow Conversion of 87.0% is higher than the median of 64.5% for 'Business Line Peers' and close to the median of 90.1% for 'Earnings Compounders'.
• Suncrete's pro forma enterprise value to 2026E Adjusted EBITDA multiple of 7.6x is considerably lower than the median of 11.7x for 'Business Line Peers' and 20.8x for 'Earnings Compounders', suggesting an attractive valuation.
• Suncrete's truck utilization, measured by yards per driver hour, is 11% higher than the industry average, according to the NRMCA benchmarking survey.
• SunTx Capital Partners, the sponsor, has a proven track record in an adjacent sector, having sponsored Construction Partners (NASDAQ: ROAD), which delivered approximately a 771% return in public markets since its May 2018 IPO, significantly outperforming the S&P 500 (~156%) and 'Best-in-Class Heavy Materials' index (~151%) over the same period.

Corporate Governance

Legal Proceedings

• The outcome of any potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker, or others following the announcement of the Business Combination is a risk factor.

Stakeholder Impact

• **Shareholders:** Potential for significant returns through growth strategy, but also risks of dilution from future equity issuances, concentration of voting power with SunTx, and potential for share price decline if benefits don't meet expectations. Redemption rights are subject to specific requirements and limitations.
• **Employees:** Suncrete's culture is built on respect, integrity, and a people-first approach, suggesting positive impact. However, the success of acquisitions depends on retaining key employees of acquired businesses.
• **Customers:** Suncrete aims to provide high-quality customer service, dependable quality, and full-spectrum project capabilities, fostering long-term loyalty.
• **Suppliers:** Suncrete offers a differentiated value proposition to suppliers through consistent demand, professionalized logistics, and long-standing growth partnerships.
• **Creditors:** The company's substantial indebtedness could adversely affect its financial condition and ability to fulfill obligations.

Next Steps

• Haymaker's shareholders will vote on the Business Combination at a meeting, following the SEC declaring the Form S-4 registration statement effective.
• The definitive proxy statement/prospectus will be mailed to Haymaker shareholders as of the record date for voting.
• PubCo's securities will be issued in connection with the Business Combination.
• Suncrete plans to execute its acquisition-led growth strategy, including closing targets under non-binding LOI and pursuing additional targets in its M&A pipeline.

Key Dates

Recommendation

Suncrete presents a compelling investment opportunity due to its strong market position in the high-growth U.S. Sunbelt, industry-leading profitability (26% Adj. EBITDA margin vs. 5-20% industry average), and exceptional cash flow generation (~87% FCF conversion). The company's acquisition-led growth strategy, backed by a proven management team with a track record of success (e.g., Construction Partners), is well-defined and supported by a deep, actionable M&A pipeline. The pro forma valuation of 7.6x 2026E Adj. EBITDA appears attractive compared to industry peers, which trade at significantly higher multiples. While risks related to acquisition execution and economic cycles exist, the strategic advantages and growth potential outlined in the filing make this a strong buy for long-term investors.

Keywords

Ready-Mix Concrete, Construction Materials, SPAC, Business Combination, Merger, Sunbelt, Acquisition Strategy, Infrastructure, Haymaker Acquisition Corp. 4, Suncrete, Private Placement, EBITDA, Financial Projections