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USCR > SEC Filings for USCR > Form 8-K on 20-Nov-2013All Recent SEC Filings

Show all filings for US CONCRETE INC



Entry into a Material Definitive Agreement, Other Events, Financial Statements an

Item 1.01 Entry into a Material Definitive Agreement.

On November 19, 2013, U.S. Concrete, Inc. (the "Company") and its subsidiaries
(the "Guarantors") entered into a Purchase Agreement (the "Purchase Agreement")
with J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (collectively, the "Initial Purchasers"), in connection with the Company's offering of senior secured notes. The Purchase Agreement provides for, among other things, the sale by the Company of $200.0 million in aggregate principal amount of its 8.500% Senior Secured Notes due 2018 (the "Notes") issued under an indenture to be entered into among the Company, the Guarantors and U.S. Bank National Association, as the trustee. The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the "Note Offering"). The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities. Under the Purchase Agreement, the Company also agreed to a 90-day lock-up with respect to offering, selling, contracting to sell or otherwise disposing of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year. In addition, the Purchase Agreement contemplates the execution by the Company and the Guarantors of a registration rights agreement relating to the Notes. The Note Offering is scheduled to close on November 22, 2013, subject to customary closing conditions.

The preceding summary of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On November 19, 2013, the Company issued a press release announcing the pricing of the Note Offering. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit

10.1         Purchase Agreement, dated November 19, 2013, by and among U.S.
             Concrete, Inc., the subsidiary guarantors party thereto, and J.P.
             Morgan Securities LLC, as representative of the initial purchasers.
99.1         Press Release of U.S. Concrete, Inc. dated November 19, 2013.

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