A settlement over Colas Inc.'s proposed acquisition of Suit-Kote Corporation will require the sale of four asphalt facilities to preserve competition for county and municipal road-repair work, including contracts in Livingston, Monroe and Wayne counties. The companies must sell three former Suit-Kote sites in New York and one Colas site in Pennsylvania to a qualified buyer.
The New York attorney general's office announced the agreement Oct. 19 after an antitrust investigation conducted with Pennsylvania officials and the U.S. Department of Justice. The signed settlement, effective Oct. 13, sets conditions for the sale but does not record an admission of wrongdoing by either company.
Why county highway departments rely on the bidders
Colas and Suit-Kote both supply materials and crews for pavement preservation, a way of repairing and extending the life of existing roads. Counties and towns often buy this as a single service because their highway departments do not have the specialized equipment or crews to apply asphalt emulsions themselves.
The attorney general's office said the two companies were often the only regular bidders for those services in Cattaraugus, Chautauqua, Erie, Genesee, Livingston, Monroe, Niagara, Orleans and Wayne counties, as well as municipalities covered by county contracts. Its investigation found that combining them without a remedy would substantially reduce competition and could give the merged company room to raise prices or reduce investment in service quality.
The Justice Department ended its merger review without conditions, according to the New York announcement. New York Attorney General Letitia James and Pennsylvania Attorney General Dave Sunday continued their investigations and reached the divestiture agreement.
Four facilities must go to one buyer
Colas must sell Suit-Kote's regional headquarters in Jamestown and its manufacturing and storage facilities in Buffalo and Belmont, along with a Colas facility in Bloomsburg, Pennsylvania. The New York attorney general's office must approve one buyer with the financial, technical and operational ability to compete in pavement-preservation services.
The settlement requires Colas to install a new asphalt-emulsion mill and storage capacity at the Bloomsburg site capable of producing at least 4 million gallons a year. Colas can complete the sale before the mill is built, but would then have to provide the buyer with funds to finish it. Colas's obligation to finance the build-out is capped at $3 million either way.
At the buyer's option, Colas must also provide pavement-preservation equipment valued at up to $3.5 million each at the Belmont and Bloomsburg locations if the buyer needs it to operate. The agreement calls for a buyer able to use the facilities as a viable, continuing business rather than simply acquiring the properties.
The settlement also addresses workforce continuity. Colas must use reasonable best efforts to have an experienced plant manager at Belmont when the sale closes. If the buyer wants one, Colas must try to identify a sales professional with relationships in counties served by Suit-Kote's Watkins Glen facility and not impede the buyer from hiring that person.
Sale timetable begins after acquisition closing
Colas signed an agreement to acquire Suit-Kote in August 2025. Under the settlement, the company gets 60 days after that acquisition closes to market the four facilities. It then has up to 60 more days to seek offers and a nonbinding letter of intent, followed by 60 days to complete the sale to a buyer approved by the New York attorney general's office.
The attorney general may grant extensions under the settlement. Colas must update the office on its divestiture efforts at least every 30 days from execution of the agreement, a separate clock from the post-closing sale timetable, unless the parties agree to change that reporting requirement. The office can pursue enforcement if the companies violate the agreement.
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