Project Description

October 29, 2020 – Update

From the fiscal Q2 ’21 conference call:

Finally, let me comment on the status of the planned separation of these 2 businesses, Cement and Wallboard.

Industrial logic for the separation remains intact, as does our intention to complete the separation, but the timing remains uncertain. Timing is a factor we must watch closely and carefully evaluate. While the economy in 2020 through seems to be in the rearview mirror, the path to normality remains exceptionally and remarkably uncertain.

Because of this uncertainty, we have not determined the timing for the split. We will continue to evaluate and watch the market. It should be noted that although, it is not a driver for the decision timing, a distinct benefit of the business remaining together beyond the obvious ability to weather uncertainty as a larger enterprise is the speed of company deleveraging that is occurring.

This deleveraging is highly supportive of a successful separation launch and a benefit that should not be underestimated, as we formulate the capital structures and policies around return of cash to shareholders for each business.

July 30, 2020 – Update

From the fiscal Q1 ’21 conference call:

Now let me turn to the topic of our planned separation of the two businesses. We still look forward to executing the separation which at this moment has been delayed by COVID uncertainties. I do not have an update today on timing and won’t until there is some increased visibility that we are past the potentially more disruptive effects of this pandemic. I can say that our conviction about the separation remains intact and we have every intention of completing the separation.

May 19, 2020 – Update

From the FQ4 ’20 conference call:

Brent Thielman

Great. I guess my last question is just on the separation process timing, to the extent you guys can talk about this. I know a lot’s going on right now in the markets, but can you talk about what you guys are going to be looking for to advance that process, just from everything you’ve already done to date?

Craig Kesler

Yes, I think Brent, as Michael pointed out and as we’ve said before, we’re in an uncertain time right now and the visibility over the next 12, 18 months is not where you want to have confidence in that. While certainly our volumes have remained very strong here in April and early May, we want to have a high degree of confidence in our markets long term and the capital markets getting to where they’re trading in a regular way manner. Until those things can happen and we can put these businesses in the right place, because what we also would recognize in the immediate term, these businesses do support each other and they are stronger together during uncertain times, so until you have some certainty there, the best course of action is to keep them together.

 

Febuary 2, 2020 – Update

From the fiscal Q3 conference call:

While we are on the topic of that separation, I want to underscore that we are still on track for a summer launch of the two-parts of the company as we have indicated in prior communications. Also, as I prelude to the separation, we have been evaluating options for the non-core heavy side assets, specifically including our frac sand, processing and distribution assets.

While we continue to work on this process, I have no announcements to make yet other than to say, this quarter we wrote down the frac sand assets and have continued to operate this business on a near cash flow breakeven based, while we have been evaluating the alternatives. It is worth noting that excluding this non-routine impairment items, our adjusted net earnings per share was up 22% over the third fiscal quarter a year ago.

May 30, 2020 – Update

On May 30, 2019, Eagle Materials (EXP) announced that it will separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations by means of a tax-free spin-off to Eagle shareholders. The company is actively reviewing alternatives for its Oil and Gas Proppants business. The spin-off is being driven by activist pressure by Sachem Head and is expected to take place in the first half of 2020.