v3.26.1
Debt
9 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other fixed assets, and for general working capital purposes. Debt at June 30, 2026 and September 30, 2025 consisted of the following (in thousands):
June 30, 2026September 30, 2025
(unaudited)
Long-term debt:
Term Loan A$570,000 $592,500 
TLB Loans1,137,250 843,625 
Revolving Credit Facility96,000 190,000 
Total long-term debt1,803,250 1,626,125 
Deferred debt issuance costs, net(17,084)(14,011)
Current maturities of long-term debt(41,500)(38,500)
Long-term debt, net of current maturities and deferred debt issuance costs$1,744,666 $1,573,614 
Term Loan A / Revolver Credit Agreement
The Company and each of its subsidiaries are parties to a Third Amended and Restated Credit Agreement, dated June 30, 2022, with PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank, BofA Securities, Inc., TD Bank, N.A. and City National Bank, each as a joint lead arranger, and certain other lenders (as amended, restated, supplemented or otherwise modified, the “Term Loan A / Revolver Credit Agreement”). On June 3, 2026, the parties entered into an amendment to the Term Loan A / Revolver Credit Agreement that, among other things, (i) increased the revolving credit facility thereunder from $500.0 million to $700.0 million (the “Revolving Credit Facility”) and (ii) adjusted certain financial covenants as further described below. The Term Loan A / Revolver Credit Agreement also provides for a term loan in the principal amount of $600.0 million (the “Term Loan A”).
All outstanding advances under the Term Loan A and Revolving Credit Facility are due and payable in full on June 28, 2030 (the “Term Loan A Maturity Date”). The Term Loan A amortizes in quarterly installments in an amount (subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal) equal to: (i) 1.25% of the original principal amount on each of the quarter-end payment dates; and (ii) all remaining principal on the Term Loan A Maturity Date. The annual interest rates
applicable to advances are calculated, at the Company’s option, by using either a base rate, a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), or (solely with respect to the Revolving Credit Facility) Daily Simple SOFR, in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio. Subject to various requirements, the Company generally may (and, under certain circumstances, must) prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity. The obligations of the Company and its subsidiaries under the Term Loan A / Revolver Credit Agreement are secured by a security interest in substantially all of the assets of the Company and each of its subsidiaries that ranks in pari passu with the security interest of the lenders under the TLB Loans (defined below).
At June 30, 2026 and September 30, 2025, there was $570.0 million and $592.5 million, respectively, of principal outstanding under the Term Loan A, $96.0 million and $190.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $599.2 million and $303.5 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit.
The Term Loan A / Revolver Credit Agreement contains customary negative covenants for agreements of this type, including, but not limited to, restrictions on the Company’s ability to make acquisitions, make loans or advances, make capital expenditures and investments, pay dividends, create or incur indebtedness, create liens, wind up or dissolve, consolidate, merge or liquidate, or sell, transfer or dispose of assets. The Term Loan A / Revolver Credit Agreement also requires the Company to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 2.75-to-1.00 and a maximum consolidated net leverage ratio determined as follows: (i) for each fiscal quarter ending June 30, 2026 through and including September 30, 2026, 4.75-to-1.00; (ii) for each fiscal quarter ending December 31, 2026 through and including June 30, 2027, 4.50-to-1.00; (iii) for each fiscal quarter ending September 30, 2027 through and including March 31, 2028, 4.25-to-1.00; and (iv) for each fiscal quarter ending June 30, 2028 and thereafter, 4.00-to-1.00, subject to certain adjustments. At June 30, 2026 and September 30, 2025, the Company’s consolidated interest coverage ratio was 5.37-to-1.00 and 5.76-to-1.00, respectively, and the Company’s consolidated net leverage ratio was 3.17-to-1.00 and 3.10-to-1.00, respectively. At both June 30, 2026 and September 30, 2025, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement.
From time to time, the Company has entered into interest rate swap agreements to hedge against the risk of changes in interest rates. At June 30, 2026 and September 30, 2025, the aggregate notional value of the interest rate swap agreement was $300.0 million, and the fair value was $6.2 million and $7.9 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets.
Term Loan B Credit Agreement
The Company and each of its subsidiaries are parties to a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (as amended, restated, supplemented or otherwise modified, the “Term Loan B Credit Agreement”). The Term Loan B Credit Agreement provides for a senior secured first lien term loan facility, the initial principal amount of which was drawn in full on November 1, 2024 in the amount of $850.0 million (the “Initial Term Loan B”) and used to (i) finance the cash portion of the consideration for the Company’s acquisition of Asphalt Inc., LLC d/b/a Lone Star Paving (“Lone Star Paving and such acquisition, the “Lone Star Acquisition), (ii) repay the Company’s outstanding borrowings under other credit facilities, (iii) pay fees and expenses incurred in connection with the debt financing transaction and the Lone Star Acquisition, and (iv) for working capital and other corporate purposes.
On June 18, 2026, the parties entered into an amendment to the Term Loan B Credit Agreement that, among other things, (i) refinanced and replaced in full outstanding principal amounts under the Initial Term Loan B (the “Refinancing Term Loans”) to reduce the interest rate margins payable thereunder, as further described below, and (ii) provided for incremental term loans in the aggregate principal amount of $300.0 million (the “Incremental Term Loans” and, together with the Refinancing Term Loans, the “TLB Loans”).
The TLB Loans mature on November 1, 2031 (the “Term Loan B Maturity Date”), and all outstanding principal amounts and accrued and unpaid interest thereon will be due and payable on such date. The Company must repay the TLB Loans in equal quarterly installments, in an aggregate principal amount equal to 0.25% of the principal amount of the TLB Loans, subject to adjustment for, among other things, any incremental term loans, with the balance payable on the Term Loan B Maturity Date.
Borrowings under the Term Loan B Credit Agreement bear interest, at the Company’s option, at a rate per annum equal to (i) Term SOFR plus an applicable margin (the “Term SOFR Loans”) or (ii) the Base Rate (as defined below) plus the applicable margin (the “Base Rate Loans”). The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (A) the federal funds rate plus 0.50%, (B) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (C) Term SOFR plus 1.00% and (D) 1.00%. The applicable margin is determined by reference to (1) whether the loan is a Term SOFR Loan or Base Rate Loan and (2) the Company’s Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan B Credit Agreement) as of the date of determination.
For the quarter ended June 30, 2026, the applicable margin was 2.00% for Term SOFR Loans and 1.00% for Base Rate Loans. Beginning with the quarter ending September 30, 2026 and in each quarter thereafter, the applicable margin is (i) for Term SOFR Loans, (A) 2.00% if the Company’s consolidated first lien net leverage ratio is greater than or equal to 2.95-to-1.00, and (B) 1.75%, if the Company’s consolidated first lien net leverage ratio is less than 2.95-to-1.00, and (ii) for Base Rate Loans, (A) 1.00%, if the Company’s consolidated first lien net leverage ratio is greater than or equal to 2.95-to-1.00, and (B) 0.75%, if the Company’s consolidated first lien net leverage ratio is less than 2.95-to-1.00. With respect to any Term SOFR Loans, the Company is required to pay interest on the last day of each one-, three- or six-month interest period, as elected by the Company, and, if such interest period is longer than three months, also at the end of each three-month period during such interest period. With respect to any Base Rate Loans, the Company is required to pay interest quarterly in arrears.
At June 30, 2026 and September 30, 2025, there was $1.1 billion and $0.8 billion, respectively, of principal outstanding under the TLB Loans.