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USCR > SEC Filings for USCR > Form 8-K on 18-Jun-2013All Recent SEC Filings

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Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On June 18, 2013, U.S. Concrete, Inc. (the "Company") issued a press release announcing the occurrence of the Conversion Event as defined in Section 5.08 of the Indenture, dated as of August 31, 2010, as supplemented, among the Company, the guarantors from time to time party thereto and U.S. Bank National Association, as Trustee, relating to the Company's 9.5% Convertible Secured Notes due 2015. A copy of the press release is filed as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The Company's issuance of the Conversion Event Notice will also result in the vesting of certain incentive restricted stock unit ("IRSU") awards held by the Company's employees and members of the Company's board of directors. IRSU awards require that a "Performance Goal" must be satisfied as a condition to vesting. The Performance Goal for the IRSUs will be satisfied on the earlier to occur of the following events: (a) the conversion on a cumulative basis of 95% of the Convertible Secured Notes due 2015, or (b) the date the Company delivered a Conversion Event Notice in accordance with the terms of the Indenture. The Company previously determined that the exchange offer that was completed on March 22, 2013 would exchange all of the Convertible Secured Notes and the Indenture would be terminated, thus the Performance Goal for the IRSUs could not be satisfied. However, following that exchange offer the Company has concluded that because less than 100% of the Convertible Secured Notes were in fact exchanged, it remains possible for the IRSUs to vest in accordance with the terms of the IRSU agreements by issuing a Conversion Event Notice. Each IRSU award that becomes vested in connection with the issuance of this Conversion Event Notice will entitle the holder to receive 0.35020 of a share of the Company's common stock for each vested IRSU.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit
99.1 Press Release of U.S. Concrete, Inc. dated June 18, 2013

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