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USCR > SEC Filings for USCR > Form 8-K on 22-Nov-2013All Recent SEC Filings

Show all filings for US CONCRETE INC

Form 8-K for US CONCRETE INC


22-Nov-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obliga


Item 1.01 Entry into a Material Definitive Agreement.

U.S. Concrete, Inc. (the "Company"), previously reported in a Current Report on Form 8-K that the Company and its subsidiaries (the "Guarantors") had entered into a purchase agreement on November 19, 2013 (the "Purchase Agreement") under which it had agreed to sell $200.0 million in aggregate principal amount of 8.500% Senior Secured Notes due 2018 (the "Notes") to certain initial purchasers named in the Purchase Agreement (collectively, the "Initial Purchasers"). The offering of the Notes closed on November 22, 2013. A description of the material terms of the Purchase Agreement is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2013.

The Company used a portion of the net proceeds from the offering of the Notes to repay all of the outstanding borrowings under the Company's senior secured asset-based revolving credit facility (the "Revolving Facility") and to redeem all of its outstanding 9.50% Senior Secured Notes due 2015. The Company intends to use the remaining net proceeds from the offering for general corporate purposes.

The Notes are governed by an indenture (the "Indenture") dated as of November 22, 2013, among the Company, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and noteholder collateral agent (the "Notes Collateral Agent"). Pursuant to the Indenture, interest on the Notes accrues at a rate of 8.500% per annum on the principal amount of the Notes from November 22, 2013. Interest is payable on June 1 and December 1 of each year, beginning on June 1, 2014. The Notes mature on December 1, 2018, unless redeemed sooner pursuant to the terms of the Indenture.

The Notes are guaranteed on a senior secured basis by the Company's existing and future restricted subsidiaries that guarantee obligations under the Revolving Facility or that guarantee certain of the Company's other indebtedness or certain indebtedness of the Company's restricted subsidiaries.

The Notes and the guarantees thereof rank equally in right of payment with all of the Company's and the Guarantors' existing and future senior indebtedness, including the Company's obligations under, and the applicable Guarantor's guarantee of the Company's obligations under, the Revolving Facility, and senior to any of the Company's and the Guarantors' future indebtedness that is expressly subordinated in right of payment to the Notes or such guarantee. The Notes and the guarantees thereof are secured by first-priority liens on certain of the property and assets directly owned by the Company and each of the Guarantors, including material owned real property, fixtures, intellectual property, certain equipment, substantially all of the Company's and the Guarantors' other assets not specifically described as ABL Priority Collateral (as defined and described below) and all supporting obligations and related books and records and all proceeds and products of the foregoing, in each case, other than the ABL Priority Collateral and subject to permitted collateral liens and certain exceptions. The Notes and guarantees thereof are also secured by second-priority liens on the Company's and the Guarantors' assets securing the Revolving Facility on a first-priority basis, including inventory (including as-extracted collateral), accounts, certain specified mixer trucks, chattel paper, general intangibles, instruments, documents, cash, deposit accounts, securities accounts, commodities accounts, letter of credit rights and all supporting obligations and books and records related to the foregoing and all proceeds and products of the foregoing, in each case, other than Notes Priority Collateral (as defined and described below) and subject to permitted liens and certain exceptions. The Notes and the Revolving Facility are not secured by the capital stock of any of the Company's subsidiaries. The liens securing the Notes are granted pursuant to a Pledge and Security Agreement and certain real property mortgages and deeds of trust. The Notes and the guarantees thereof are structurally subordinated to all indebtedness and other obligations, including trade payables, of any subsidiaries that are not Guarantors and are effectively senior to the Company's and the Guarantors' indebtedness that is unsecured to the extent of the value of the collateral (after satisfaction of any obligations secured by a senior lien on such collateral). The Notes and the guarantees thereof are effectively senior to all of the Company's and the Guarantors' obligations under the Revolving Facility to the extent of the value of the Notes Priority Collateral (which collateral secures such Revolving Facility obligations on a second-priority basis), but effectively subordinated to such Revolving Facility obligations to the extent of the value of the ABL Priority Collateral (which collateral secures the Notes on a second-priority basis), subject to a cap.

"Notes Priority Collateral" consists of certain present and after-acquired property and assets directly owned by the Company and each of the Guarantors, including material owned real property, fixtures, intellectual property, certain equipment, substantially all of the Company's and the guarantors' other assets not specifically described as ABL Priority Collateral and all supporting obligations and related books and records and all proceeds and products of the foregoing, in each case, other than the ABL Priority Collateral and subject to permitted collateral liens and certain exceptions.

"ABL Priority Collateral" consists of certain of the present and after-acquired . . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 above is incorporated herein by reference.



Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 above with respect to the Indenture's limitations on the Company's payment of dividends, redemption of stock or other distributions to the Company's stockholders is incorporated herein by reference.



Item 7.01 Regulation FD Disclosure.

On November 22, 2013, the Company issued a press release announcing the closing of the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Exhibit Indenture, dated as of November 22, 2013, by and among U.S. Concrete, Inc., the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and noteholder collateral
4.1 agent.
Registration Rights Agreement, dated November 22, 2013, by and among U.S. Concrete, Inc., the guarantors party thereto, J.P. Morgan
4.2 Securities LLC, as representative of the initial purchasers.
Second Amendment to Intercreditor Agreement, dated as of November 22, 2013, by and among Bank of America, N.A., as administrative agent for the ABL Secured Parties, U.S. Bank National Association, as trustee and noteholder collateral agent, U.S. Concrete, Inc., and
4.3 the other Loan Parties party thereto.
99.1 Press Release of U.S. Concrete, Inc. dated November 22, 2013.


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