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Item 9A. Controls and Procedures

2020-12-11 compared with 2019-12-13 · 12 added, 81 removed, 127 unchanged (42% of the section changed)

10 unchanged sentences

Changes in Internal Control Over Financial Reporting

We have concluded that the material weaknesses identified by management in connection with the preparation of financial statements for prior periods, including those related to information technology general controls, closing and financial reporting processes, and accounting for significant and unusual transactions, have been remediated.

Other than the changes implemented to remediate such material weaknesses, there were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Table of Con t e n t s

Directors, Executive Officers and Corporate Governance.

9 unchanged sentences

The information required by this Item is incorporated by reference to the 2020 Proxy Statement.

Table of Con t e n t s

Exhibits, Financial Statement Schedules.

29 unchanged sentences

333-224174) filed on April 27, 2018)

Amendment to Amended and Restated Bylaws of Construction Partners, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-38479) filed on June 4, 2020)

Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

9 unchanged sentences

333-224174) filed on April 23, 2018)

Table of Con t e n t s

Number Description

Credit Agreement, dated June 30, 2017, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated and Everett Dykes Grassing Co., Inc., as Borrowers, the financial institutions party thereto from time to time, and Compass Bank, as Agent, Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Amendment to Credit Agreement, dated June 30, 2017, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, and Everett Dykes Grassing Co., Inc., as Borrowers, Compass Bank, as Agent for Lenders and as a Lender and Issuing Bank, and ServisFirst Bank, as a Lender (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Loan Modification Agreement and Amendment to Loan Documents, dated November 14, 2017, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, and Everett Dykes Grassing Co., Inc., as Borrowers, Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.), as Guarantor, Compass Bank, as Agent for Lenders and as a Lender and Issuing Bank, and ServisFirst Bank, as a Lender (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Loan Modification Agreement and Amendment to Loan Documents, dated December 31, 2017, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, and Everett Dykes Grassing Co., Inc., as Borrowers, Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.), as Guarantor, Compass Bank, as Agent for Lenders and as a Lender and Issuing Bank, and ServisFirst Bank, as a Lender (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (File No.

Amended and Restated Credit Agreement, dated as of July 30, 2020, by and among Construction Partners, Inc.

and each of its wholly owned subsidiaries, as borrowers, BBVA USA, as agent, sole lead arranger and sole bookrunner, and the other lenders party thereto (incorporated by reference to Exh i bit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on August 3, 2020)

Form of Employment Agreement, dated April 1, 2020, by and between Construction Partners, Inc.

and certain executive officers ( incorporated by reference t o Exhibit 10.1 to the Current Report on Form 8-K (F ile No.

001-38479) filed on April 3, 2020)

Loan Modification Agreement and Amendment to Loan Documents, dated May 15, 2018, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, Everett Dykes Grassing Co., Inc.

and The Scruggs Company, as Borrowers, Construction Partners, Inc.

001-38479) filed on May 25, 2018)

Loan Modification Agreement and Amendment to Loan Documents, dated August 30, 2019, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, Everett Dykes Grassing Co., Inc.

and The Scruggs Company, as Borrowers, Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.), as Guarantor, and BBVA USA (f/k/a Compass Bank), as Agent, Lender and Issuing Bank (incorporated by referen ce to Exhibit 10.6 to th e Current Report on Form 8-K (File No.

001-38479) filed on A ugust 30, 2019)

Loan Modification Agreement and Amendment to Loan Documents, dated October 1, 2019, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, Everett Dykes Grassing Co., Inc.

and The Scruggs Company, as Borrowers, Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.), as Guarantor, BBVA USA (f/k/a Compass Bank), as Agent for the Lenders and as a Lender and Issuing Bank, and Bank of America, N.A,, as a Lende r (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No.

001-38479) filed on October 1, 2019)

Loan Modification Agreement and Amendment to Loan Documents, dated October 18, 2019, by and among Construction Partners Holdings, Inc.

(f/k/a Construction Partners, Inc.), Wiregrass Construction Company, Inc., Fred Smith Construction, Inc., FSC II, LLC, C.W.

Roberts Contracting, Incorporated, Everett Dykes Grassing Co., Inc.

and The Scruggs Company, as Borrowers, Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.), as Guarantor, BBVA USA (f/k/a Compass Bank), as Agent for the Lenders and as a Lender and Issuing Bank, and Bank of America, N.A., as a Lender (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K (File No.

Amendment to Employment Agreement, effective as of October 1, 2020, by and between Construction Partners, Inc.

Smith, III (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479 ) filed on October 2, 2020)

Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.) 2016 Equity Incentive Plan and forms of Option Agreement, Option Grant Notice, Restricted Stock Award Agreement and Restricted Stock Award Grant Notice thereunder (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No.

4 unchanged sentences

001-38479) filed on August 9, 2019)

Form of Stock Option Award under the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Form of Restricted Stock Award under the Construction Partners, Inc.

1 unchanged sentence

333-224174) filed on April 6, 2018)

Table of Con t e n t s

Number Description

Form of Restricted Stock Unit Award under the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Form of Stock Appreciation Rights Award (Stock-Settled) under the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Form of Stock Appreciation Rights Award (Cash-Settled) under the Construction Partners, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Management Services Agreement, dated October 1, 2006, by and between Construction Partners Holdings, Inc.

6 unchanged sentences

333-224174) filed on April 6, 2018)

Employment and Non-Compete Agreement, effective as of July 1, 2014, by and between FSC II, LLC and F.

Julius Smith III (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Form of Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.) Non-Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Form of Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.) First Amendment to Non-Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

Option Agreement, dated March 7, 2017, between Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.) and F.

Julius Smith, III (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 6, 2018)

First Amendment to Option Agreement, dated August 30, 2019, between Construction Partners, Inc.

(f/k/a SunTx CPI Growth Company, Inc.) and F.

Julius Smith, III (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K (File No.

001-38479) filed on August 30, 2019)

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 1 4.1 to the Annual Report on Form 10-K (Fi le No.

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K (File No.

001-38479) filed on December 14, 2018)

16 unchanged sentences

** Furnished herewith.

Table of Con t e n t s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 11th day of December, 2020.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures