8-K: Haymaker SPAC to Merge with Suncrete, Targeting Sunbelt Concrete Market

Haymaker Acquisition Corp. 4 announces a business combination with Suncrete, a leading ready-mix concrete provider, aiming to capitalize on the high-growth U.S. Sunbelt construction market.

Summary

• Haymaker Acquisition Corp. 4 (Haymaker) has entered into a business combination agreement with Concrete Partners Holding, LLC (Suncrete), a pure-play ready-mix concrete platform.
• The transaction values the pro forma enterprise at approximately $983.5 million, representing 7.6x the projected 2026E Pro Forma Adjusted EBITDA of $130.0 million.
• Suncrete operates 50 plants with 335 mixer trucks, selling approximately 1.8 million cubic yards of ready-mix concrete annually, primarily in the U.S. Sunbelt region.
• The business combination is supported by $82.5 million in equity PIPE commitments and includes a significant M&A pipeline, with proceeds allocated to fund an acquisition-led growth strategy.
• The pro forma entity is expected to have a net debt to 2025E Pro Forma Adjusted EBITDA ratio of approximately 1.9x.
• Existing Suncrete equity holders will receive Class B shares with 10 votes per share, and Haymaker's sponsor will transfer a significant portion of its shares and warrants to align interests.
• The combined platform is projected to reach approximately 91 plants, 4.0 million cubic yards poured annually, and 629 mixer trucks by 2026, generating $675 million in revenue and $130 million in Adjusted EBITDA.

Sentiment

Score: 9

Explanation: The filing presents a highly positive outlook, emphasizing strong financial projections, a clear and actionable growth strategy through M&A in a favorable market, and experienced management/sponsorship. The valuation appears attractive relative to industry peers, and the business model demonstrates superior profitability and cash flow generation.

Positives

• Suncrete is a scaled, tech-enabled logistics and products platform with a leading market position, often ranking #1 or #2 in its current markets.
• The company demonstrates industry-leading profitability with a projected 2026E Adjusted EBITDA margin of approximately 26% and an 87% free cash flow conversion.
• Suncrete benefits from strong market tailwinds in the U.S. Sunbelt, including population growth, favorable economic conditions, significant infrastructure investment (over $115 billion in IIJA funding for Sunbelt states), and a critical undersupply of housing units.
• The company has a robust and actionable M&A pipeline, with 4 targets currently under non-binding letters of intent representing approximately $47 million in 2026E Pro Forma Adjusted EBITDA, and an additional $60 million+ in active discussions.
• The transaction is led by an experienced sponsor, SunTx Capital Partners, which has a proven track record in the construction materials sector, notably with Construction Partners (NASDAQ: ROAD) delivering a ~771% return since its IPO.
• The business combination provides post-close funding capacity to execute Suncrete's acquisition-led growth strategy, with no secondary proceeds to current shareholders.
• Suncrete exhibits superior operational efficiency, with 11% higher truck utilization (yards delivered per driver hour) than the industry average.

Negatives

• The 2025E performance of the current platform was impacted by abnormally high amounts of rain in key regions, resulting in a 16% reduction in scheduled concrete pour days compared to forecasts.
• Recent margin trends in the North Texas market, where two prospective acquisitions are located, have moderated in recent years, potentially impacting initial profitability of acquired businesses.
• The pro forma overall margins are projected to modestly compress in the initial years due to the profitability contribution from sub-optimized acquired businesses before synergies are fully realized.

Risks

• The business is highly dependent on activity within the construction industry and the economic strength of its principal markets, making it subject to economic cycles.
• Success hinges significantly on the ability to execute the acquisition strategy, successfully integrate acquired businesses, and retain key employees of those businesses.
• There is no assurance that non-binding letters of intent will lead to definitive agreements or that additional acquisitions will be successfully negotiated and consummated.
• The proposed business combination may not be completed in a timely manner or at all, and the failure to satisfy closing conditions, including shareholder approval, could occur.
• Substantial indebtedness could adversely affect financial condition and prevent the company from fulfilling its obligations.
• The company operates in a highly competitive industry within its local markets, facing risks from competitors who may underbid.
• Dependence on federal, state, and local government spending for public infrastructure construction means reductions in funding could adversely affect results.
• The cancellation of a significant number of contracts, disqualification from bidding, and unpredictable timing of new project opportunities could materially affect the business.
• Inability to accurately estimate overall risks, revenues, or costs on projects may lead to 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 business is seasonal and subject to adverse weather and climate conditions.
• The company may need to raise additional capital in the future, and may not be able to do so on favorable terms or at all, impairing growth objectives.
• The dual-class structure of New Parent's common stock will concentrate voting power with SunTx and its affiliates, potentially depressing the market value of Class A common stock and limiting stockholder influence.
• Future issuances of equity or debt securities, particularly for acquisitions, may adversely affect the value of common stock and dilute stockholders.
• New Parent is expected to be a 'controlled company,' meaning stockholders may not have certain corporate governance protections available to stockholders of non-controlled companies.
• Haymaker's sponsor and officers have interests in the business combination that differ from or are in addition to other shareholders, potentially creating conflicts of interest.
• A substantial majority of Haymaker's public shareholders may redeem their shares, reducing proceeds available for New Parent's operations and potentially affecting liquidity and listing status.
• There is a risk that the benefits of the business combination may not meet investor or analyst expectations, leading to a decline in share price.
• The company uses estimates in accounting for significant items, and design-build contracts subject it to the risk of design errors and omissions.
• Failure to hire, train, and retain qualified personnel and subcontractors, or their non-performance, could negatively impact results.
• Operations are subject to changes in legal requirements, governmental policies, and environmental regulations, which could increase costs or liabilities.
• There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

Future Outlook

The combined company, Suncrete, anticipates strong organic growth, with an estimated 8% organic revenue growth in 2026, driven by a rebound in volume and stable pricing. The primary growth strategy involves strategic acquisitions in the fragmented U.S. Sunbelt market, leveraging a deep pipeline of targets and a proven operational playbook to enhance utilization and margins. Management expects to achieve $130 million in Pro Forma Adjusted EBITDA by 2026 through this strategy, capitalizing on favorable demographic, economic, and infrastructure spending trends.

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.
• Haymaker and SunTx are the right partners to bring Suncrete to the public market, leveraging SunTx's success with Construction Partners and Haymaker's extensive SPAC experience.
• The company has a significant, actionable pipeline with ongoing discussions in new and contiguous Sunbelt markets, including 3 targets under non-binding LOI.

Industry Context

The ready-mix concrete industry is highly fragmented and localized, particularly in the U.S. Sunbelt, presenting a compelling opportunity for strategic consolidation. Suncrete is positioned to capitalize on this through its 'buy & build' strategy, benefiting from strong regional tailwinds such as significant population growth, a critical undersupply of housing units, and substantial federal infrastructure investment (e.g., IIJA funding). Unlike larger, upstream-focused strategics that often deprioritize ready-mix operations, Suncrete's pure-play focus and operational expertise allow it to achieve superior margins and market leadership, similar to how Construction Partners successfully consolidated the asphalt paving market.

Comparison to Industry Standards

• Suncrete's projected 2026E Adjusted EBITDA margin of 19.2% significantly outperforms the median of 10.2% for comparable 'Business Line Peers' (U.S. heavy materials providers).
• The company's 2026E Free Cash Flow Conversion of 87.0% is substantially higher than the median of 64.5% for 'Business Line Peers', indicating strong cash generation efficiency.
• Suncrete's valuation at 7.6x TEV / 2026E Adjusted EBITDA is considerably lower than the median of 11.7x for 'Business Line Peers' and 20.8x for 'Earnings Compounders', suggesting an attractive entry valuation.
• Operational metrics, such as 11% higher truck utilization (yards delivered per driver hour) compared to the industry average (per NRMCA benchmarking survey), highlight Suncrete's operational excellence.
• The sponsor's previous success with Construction Partners (NASDAQ: ROAD), which delivered a ~771% return since its IPO, provides a strong benchmark for value creation in an adjacent, fragmented industry.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing Haymaker shareholders face potential dilution from future equity issuances for acquisitions and may have limited influence due to the dual-class share structure. PIPE investors and existing Suncrete equity holders will gain exposure to a high-growth platform.
• Employees: Integration of acquired businesses will require retention of key employees and potential expansion of the workforce, with a focus on professionalized operations and training.
• Customers: Suncrete's strategy aims to provide leading service levels, dependable quality, and full-spectrum project capabilities, benefiting customers through enhanced reliability and capacity.
• Suppliers: The company's consistent demand, professionalized logistics, and aggregated purchasing power are expected to foster mutually beneficial, long-standing relationships with suppliers.
• Creditors: The transaction involves substantial indebtedness, and future incremental debt financing, which will impact the company's leverage profile and credit risk.

Next Steps

• The Registration Statement on Form S-4, including a proxy statement/prospectus, needs to be declared effective by the SEC.
• A definitive proxy statement/prospectus will be mailed to Haymaker shareholders for a meeting to vote on the Business Combination.
• The closing of the business combination is anticipated, with an assumed closing date of February 13, 2026.
• Suncrete plans to execute its acquisition-led growth strategy, including closing targets under non-binding LOI and pursuing additional opportunities 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 ready-mix concrete market, underpinned by favorable demographic and infrastructure spending tailwinds. The company exhibits industry-leading profitability and cash flow generation, with a clear, proven acquisition-led growth strategy. The experienced management team and sponsor (SunTx Capital Partners, with a successful track record in a similar industry) provide confidence in execution. The current valuation multiples appear attractive relative to industry peers, suggesting significant upside potential as the company executes its M&A pipeline and realizes synergies. While risks associated with integration and economic cycles exist, the strategic advantages and financial profile warrant a strong buy recommendation for long-term investors.

Keywords

Ready-mix concrete, Business combination, SPAC, Sunbelt, Construction industry, M&A, Infrastructure, Haymaker Acquisition Corp. 4, Suncrete, Private placement, EBITDA, Capital raise, Corporate governance