Attached files
| file | filename |
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| EX-99.1 - U.S. CONCRETE, INC. | v178542_ex99-1.htm |
| EX-10.1 - U.S. CONCRETE, INC. | v178542_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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) March 24, 2010
U.S.
CONCRETE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-26025
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76-0586680
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2925
Briarpark, Suite 1050, Houston, Texas 77042
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 499-6200
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:
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))
Item
1.01 Entry into a Material Definitive Agreement.
Effective
as of March 24, 2010, U.S. Concrete, Inc. (the “Company”) entered into an
amendment (the “Amendment”) to its Amended and Restated Credit Agreement, dated
June 30, 2006 (as previously amended effective March 2, 2007, November 9, 2007,
July 11, 2008 and February 19, 2010, the “Credit Agreement”), which provides the
Company with a revolving credit facility.
The
principal terms amended were:
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·
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reducing
the facility size from $90 million to $60
million;
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·
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increasing
the pricing on drawn revolver loans from, at the Company’s option, (i) the
current Eurodollar-based rate (“LIBOR”) plus 4.00% per annum to LIBOR plus
5.25% per annum (with a LIBOR floor of 2.00% per annum) or (ii) the
current applicable base rate (“Base Rate”) plus 3.00% per annum to Base
Rate plus 4.25% per annum (with a Base Rate floor of 3.00% per
annum);
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·
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providing
that the 2.00% current default rate shall increase by an additional 1.00%
at the end of each successive 30-day period for which the default rate is
in effect;
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·
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temporarily
reducing the minimum availability trigger at which the Company must
maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 from $20
million to $1.5 million until the earliest to occur of (i) April 30, 2010
and (ii) the Company’s making of (or delivery of notice to the lenders of
its intent to make) any interest payment on the 8 3/8% Senior Subordinated
Notes due 2014;
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·
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modifying
the negative debt covenant to prevent the Company and its subsidiaries
from incurring certain indebtedness after the effective date of the
Amendment, subject to certain carve outs and thresholds;
and
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·
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granting
to the administrative agent, on behalf of the lenders, a first priority
security interest in certain previously excluded collateral, including any
owned real estate assets owned by the Company and its subsidiaries (other
than the Michigan joint venture and its direct and indirect subsidiaries)
with a net book value of greater than
$100,000.
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In
addition to the above-referenced amendments, the Company has reached agreement
with a subset of its existing lenders for committed financing in the event that
it is necessary to effectuate the Company's contemplated balance sheet
restructuring through an in-court process.
The terms
of the amendment to the Credit Agreement, a copy of which is filed as Exhibit
10.1 to this report, are hereby incorporated by reference into this Item
1.01.
Item
2.03 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 the Company's entering into an amendment to
the Credit Agreement, which discussion is incorporated by reference into this
Item 2.03.
2
Item 7.01
Regulation FD Disclosure.
On
March 25, 2010, the Company issued a press release announcing the amendment to
the Credit Agreement. A copy of the press release is furnished as
Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
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Exhibit No.
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Exhibit
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10.1
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Amendment
No. 5 to Amended and Restated Credit Agreement, dated as of March 24,
2010, by and among U.S. Concrete, Inc. and the Lenders named
therein.
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99.1
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Press
Release of U.S. Concrete Inc., dated as of March 25,
2010.
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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U.S.
CONCRETE, INC.
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Date:
March 25, 2010
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By:
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/s/ Robert D. Hardy
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Robert
D. Hardy
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Executive
Vice President and
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Chief
Financial Officer
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4
Exhibit
Index
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Exhibit No.
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Exhibit
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10.1
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Amendment
No. 5 to Amended and Restated Credit Agreement, dated as of March 24,
2010, by and among U.S. Concrete, Inc. and the Lenders named
therein.
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99.1
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Press
Release of U.S. Concrete Inc., dated as of March 25,
2010.
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5