UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 29, 2006
U.S. Concrete, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-26025
(Commission File Number)
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76-0588680
(IRS Employer Identification No.) |
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2925 Briarpark, Suite 1050, Houston, Texas
(Address of principal executive offices)
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77042
(Zip Code) |
(713) 499-6200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
Completion of Alberta Acquisition and Related Transactions
On July 5, 2006, U.S. Concrete, Inc. completed its previously announced acquisition of all the
outstanding equity interests in Alberta Investments, Inc. and Alliance Haulers, Inc. pursuant to
the Stock Purchase Agreement, dated as of June 27, 2006, by and among U.S. Concrete, Alberta
Investments, Inc., Alliance Haulers, Inc., Atlas Concrete Inc. and Wild Rose Holdings, Ltd. The
purchase price for the acquisition, which is subject to specified postclosing adjustments, was $165
million.
Under a related Promissory Note, dated July 3, 2006, U.S. Concrete made a loan of $33 million
to Atlas Investments, Inc., a wholly owned subsidiary of Alberta Investments, to enable Alberta
Investments to make a $33 million distribution to its parent entity. U.S. Concrete also entered
into a Pledge and Security Agreement with Atlas Concrete, Wild Rose and Alberta Investments under
which those entities agreed to pledge all of their capital stock in certain entities involved in
the acquisition transaction as security for the loan. At the closing of the acquisition, an amount
equal to the loan was offset against the purchase price U.S. Concrete paid, and the pledgors’
obligations under the Pledge and Security Agreement were terminated.
Issuance and Sale of Senior Subordinated Notes
On July 5, 2006, U.S. Concrete completed its private placement of $85,000,000 aggregate
principal amount of its 8-3/8% Senior Subordinated Notes due 2014 pursuant to, and subject to the
terms and conditions set forth in, a Purchase Agreement, dated June 29, 2006, among U.S. Concrete,
the guarantors named therein, Citigroup Global Markets Inc., Banc of America Securities LLC,
Capital One Southcoast, Inc. and Comerica Securities, Inc, as initial
purchasers. The notes were priced at 98.26% of their principal amount. The notes were
issued under an Indenture dated as of March 31, 2004, as supplemented by the First Supplemental
Indenture dated as of July 5, 2006, among U.S. Concrete, the guarantors named therein and Wells
Fargo Bank, National Association, as trustee. In connection with the private placement, U.S.
Concrete granted the initial purchasers certain registration rights under a Registration Rights
Agreement dated July 5, 2006.
Amendment of Credit Agreement
On June 29, 2006, U.S. Concrete entered into an amendment to its Credit Agreement among
Citicorp North America Inc., as administrative agent, Bank of America, N.A., as syndication agent,
JPMorgan Chase Bank, as documentation agent, and the several lenders and issuers named therein.
The purpose of the credit agreement amendment was to enable U.S. Concrete to make the $33 million
loan to Atlas Investments referred to above.
On June 30, 2006, U.S. Concrete entered into an Amended and Restated Credit Agreement, dated
as of June 30, 2006, among U.S. Concrete, Citicorp North America Inc., as administrative agent,
Bank of America, N.A., as syndication agent, JPMorgan Chase Bank, as documentation agent, and the
several lenders and issuers named therein. Among other things, the Amended and Restated Credit
Agreement:
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decreases the interest rate margins applicable to loans and commissions payable on
letters of credit issued under the agreement by 25 basis points; |
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increases the maximum permitted leverage ratio applicable to the incurrence of
additional subordinated indebtedness; |
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extends the scheduled termination date of the revolving credit commitments to March
2011 from March 2009; |
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releases the real estate mortgages that secure the obligations under the agreement; |
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consents to the Alberta acquisition and the financing of that acquisition; and |
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decreases the commitment fee applicable to the unused portion of the facility by
12.5 basis points, to an annual rate of 0.25% of the average daily unused commitments. |
The foregoing description of the Stock Purchase Agreement is qualified in its entirety by
reference to the terms of that agreement, which was filed as Exhibit 2.1 to U.S. Concrete’s Current
Report on Form 8-K filed June 28, 2006. The foregoing descriptions of the Promissory Note, the
Pledge and Security Agreement, the Registration Rights Agreement, the First
Supplemental Indenture, the amendment to the Credit Agreement and the Amended and Restated Credit
Agreement are qualified in their entirety by reference to the terms of the those agreements, which
are filed as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2 and 4.3, respectively, to this report and
are incorporated by reference into this Item 1.01. Except for their status as contractual documents
that establish and govern the legal relationships among the parties thereto, these agreements are
not intended to be a source of factual, business or operational information about the parties. The
representations, warranties and covenants made by the parties in those agreements were made only
for purposes of such agreements and as of specific dates. Such representations, warranties and
covenants are qualified in a variety of respects, including, in the case of the Stock Purchase
Agreement and the Amended and Restated Credit Agreement, by information in disclosure schedules
that the parties exchanged in connection with the execution of those agreements, and may be subject
to standards of materiality that differ from those relevant to investors. Representations and
warranties may be used as a tool to allocate risks between the parties, including where the parties
do not have complete knowledge of all facts. Investors are not third-party beneficiaries under any
of the agreements and should not rely on the representations, warranties and covenants therein or
any descriptions thereof as characterizations of the actual state of facts or condition of U.S.
Concrete or any of its affiliates.
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| Item 2.01 |
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Completion of Acquisition or Disposition of Assets |
Please read Item 1.01 for a discussion of U.S. Concrete’s acquisition of all the outstanding
equity interests in Alberta Investments and Alliance Haulers, which discussion is incorporated by
reference into this Item 2.01.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
Please read Item 1.01 for a discussion of U.S. Concrete’s issuance of notes pursuant to (or in
connection with) a Purchase Agreement, and First Supplemental Indenture and Registration Rights
Agreement and its entering into of a credit agreement amendment and an Amended and Restated Credit
Agreement, which discussions are incorporated by reference into this Item 2.03.
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| Item 7.01 |
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Regulation FD Disclosure. |
On July 5, 2006, U.S. Concrete issued a press release announcing the closing of the
acquisition of Alberta Investments and Alliance Haulers. A copy of the press release is furnished
as Exhibit 99.1 and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit |
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Exhibit |
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4.1
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First Supplemental Indenture, dated as of July 5, 2006, among U.S.
Concrete, Inc., the Guarantors named therein and Wells Fargo Bank,
National Association, as Trustee. |
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4.2
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Amendment No. 1 to Credit Agreement, dated as of June 29, 2006, among
U.S. Concrete, Inc., Citicorp North America Inc., Bank of America,
N.A., JPMorgan |