U.S. CONCRETE, INC. (NASDAQ:USCR) Files An 8-K Entry into a Material Definitive Agreement

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U.S. CONCRETE, INC. (NASDAQ:USCR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On January4, 2017, U.S. Concrete, Inc. (the Company) and certain
subsidiary guarantors (the Guarantors) entered into a Purchase
Agreement (the Purchase Agreement) with J.P. Morgan Securities
LLC, as initial purchaser (the Initial Purchaser), in connection
with the Companys offering of additional senior notes. The
Purchase Agreement provides for, among other things, the sale by
the Company of $200.0million in aggregate principal amount of its
6.375% Senior Notes due 2024 (the Notes) issued as additional
securities to the Indenture, dated as of June7, 2016 (the Base
Indenture), among the Company, certain subsidiary guarantors
party thereto and U.S. Bank National Association, as trustee (the
Trustee), as supplemented by Supplemental Indenture No.1, dated
as of October12, 2016, among the Company, certain subsidiary
guarantors party thereto, and the Trustee, and as further
supplemented by Supplemental Indenture No. 2, to be entered into
among among the Company, the Guarantors and the Trustee. On
June7, 2016, the Company previously issued $400.0 million
aggregate principal amount of its 6.375% Senior Notes due 2024
(the Existing 6.375% Notes). The terms of the Notes will be
identical to the terms of the Existing 6.375% Notes, other than
the issue date, the issue price, the first interest payment date
and the provisions relating to transfer restrictions and
registration rights.

The Notes were offered to qualified institutional buyers 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 Purchaser, 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
period 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 January9, 2017, 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.


Item8.01
Other Events.

On January4, 2017, 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.


Item9.01
Financial Statements and Exhibits.


(d)
Exhibits


Exhibit No.


Exhibit

10.1 Purchase Agreement, dated January4, 2017, by and among U.S.
Concrete, Inc., the subsidiary guarantors party thereto, and
J.P. Morgan Securities LLC.
99.1 Press Release of U.S. Concrete, Inc. dated January4, 2017.


About U.S. CONCRETE, INC. (NASDAQ:USCR)

U.S. Concrete, Inc. is a producer of ready-mixed concrete in a range of geographic markets in the United States. The Company conducts its operations through two segments. The ready-mixed concrete segment engages principally in the formulation, production and delivery of ready-mixed concrete to its customers’ job sites. The aggregate products segment produces crushed stone, sand and gravel. The Company operates approximately 140 standard ready-mixed concrete plants, over 20 volumetric ready-mixed concrete facilities, over 10 producing aggregates facilities, approximately three aggregates distribution terminals, over two lime slurry facilities and one recycled aggregates facility. It operates over 1,360 drum mixer trucks and approximately 120 volumetric mixer trucks. Its other products include its building materials stores, hauling operations, aggregates distribution terminals, ARIDUS Rapid Drying Concrete technology, lime slurry, brokered product sales and concrete blocks.

U.S. CONCRETE, INC. (NASDAQ:USCR) Recent Trading Information

U.S. CONCRETE, INC. (NASDAQ:USCR) closed its last trading session down -2.20 at 63.05 with 430,296 shares trading hands.