Unassociated Document
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) July 20, 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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(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 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.
On July
20, 2010, U.S. Concrete, Inc. (the “Company”) entered into a Purchase Letter
(the “Purchase Letter”) among the Company and Monarch Alternative Capital, L.P.,
Whitebox Advisors, LLC and York Capital Management Global Advisors, LLC
(collectively, the “Put Option Parties”) pursuant to which the Put Option
Parties have granted the Company a put option (the “Put Option”). If
the Company exercises the Put Option, the Put Option Parties will be obligated
to purchase an aggregate of $50 million of convertible secured notes (the
“Convertible Notes”), subject to the satisfaction or waiver of the conditions
set forth in the Purchase Letter.
As
disclosed in our Current Report on Form 8-K filed April 29, 2010, the Company
and its affiliated debtors and debtors-in-possession (the “Debtors”) are each
subject to a voluntary case (the “Cases”) under chapter 11 of title 11 of the
United States Code, in the United States Bankruptcy Court (the “Bankruptcy
Court”) for the District of Delaware. The Debtors will be reorganized
pursuant to a joint plan of reorganization, dated as of June 2, 2010 (the
“Plan”).
The terms
of the Convertible Notes will be on terms set forth in the Purchase
Letter. The Purchase Letter contemplates that the other holders of
the Company’s 8.375% Senior Subordinated Notes due 2014 (the “Existing Notes”)
to the extent they are Qualified Institutional Buyers (as defined in Rule 144A
under the Securities Act of 1933 (the “Securities Act”)) or institutional
accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act), will be offered the opportunity to purchase Convertible Notes
in an amount up to their pro rata holdings of the Existing
Notes. The offer of Convertible Notes to holders of the
Existing Notes and the purchase of Convertible Notes by the Put
Option Parties and holders of the Existing Notes have not been and will not
be registered under the Securities Act and may not be offered or sold in the
United States absent an applicable exemption from registration
requirements. The amount of Convertible Notes purchased by the
holders of the Existing Notes will reduce the aggregate commitment of the
Put Option Parties pursuant to the Put Option.
Each Put
Option Party’s commitment is subject to, among other things, (1) entry of an
order by the Bankruptcy Court approving the Purchase Letter and authorizing the
Debtors to execute, perform and incur their obligations under the Purchase
Letter, (2) there not having occurred a dismissal or conversion of any Case into
a chapter 7 liquidation or the appointment of a chapter 11 trustee in any Case,
(3)(a) no provision of the Plan (as filed with the Bankruptcy Court) having been
amended, supplemented or otherwise modified in any respect in a manner
materially adverse to the Put Option Parties without their consent and (b) not
later than August 18, 2010, entry of an order confirming the Plan by the
Bankruptcy Court in the Cases (the “Confirmation Order”), (4) the Confirmation
Order having become a final order, in full force and effect, (5) concurrently
with the issuance of the Convertible Notes, all obligations under the Debtors’
existing debtor-in possession financing (described in our Current Report on Form
8-K filed May 3, 2010) (the “DIP Facility”) (other than contingent obligations
not then due and payable) having been repaid in full, all commitments under the
DIP Facility having been terminated and all liens and security interests related
to the DIP Facility have been terminated or released, (6)(a) there not occurring
or becoming known to the Put Option Parties any events, developments, conditions
or circumstances that, individually or in the aggregate, have had or could
reasonably be expected to have a material adverse effect on the business,
operations, property, condition (financial or otherwise) or prospects of
the Company and its subsidiaries and (b) no material assets of the Debtors
having been sold or agreed to be sold outside of the ordinary course of
business, (7) the Company and the Put Option Parties having entered into
definitive documentation relating to the Convertible Notes on the terms and
conditions set forth in the Purchase Letter and otherwise customary for this
type of transaction, and on the effective date of the Plan (the “Effective
Date”) (a) there not having been an event of default under such documentation
and (b) such documentation being in full force and effect, (8) the payment of
the fees and reimbursement of out-of-pocket costs and expenses as set in the
Purchase Letter, the Plan and the letter agreement between the Company and Paul,
Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) regarding payment by
the Company of fees and expenses to Paul Weiss as counsel to a group formed by
certain holders of the Existing Notes, (9) the Effective Date and closing of the
offering and issuance of the Convertible Notes (the “Transaction”) having
occurred not later than September 27, 2010, (10) the Offering Memorandum
Supplement and related documentation with respect to the Transaction being
complete and correct in all material respects and not misleading, (11) the
Company’s filings with the Securities and Exchange Commission between January 1,
2010 and the date of the Purchase Letter being complete and correct in all
material respects and not misleading, as of the respective filing date, (12)
substantially concurrently with the issuance of the Convertible Notes the
Debtors and their lenders having entered into the definitive documentation for
the first lien revolving facility referred to in the Purchase Letter and any
related documentation, and all conditions to the borrowing under such facility
being satisfied or waived, and on the Effective Date (a) there not having been
an event of default under such facility and (b) such facility being in full
force and effect, (13) the Put Option Parties having received such legal
opinions, documents and other instruments as are customary for transactions of
this type and (14) all governmental, shareholder or third party consents, if
any, necessary for the consummation of the Transaction having been
obtained.
Proceeds
of the Convertible Notes will be used to repay in full the DIP Facility and for
working capital and general corporate purposes of the Company and its
subsidiaries. The Purchase Letter will terminate on September 27,
2010.
Item
8.01 Other Events
Certain
non-public information is contained in the Supplement to the Joint Plan of
Reorganization filed with the U.S. Bankruptcy Court on July 20,
2010. Such information is available on the Company’s website (located
at www.us-concrete.com).
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Exhibit |
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10.1
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Purchase
Letter, dated July 20, 2010 among U.S. Concrete, Inc., Monarch Alternative
Capital, L.P., Whitebox Advisors, LLC and York Capital Management Global
Advisors, LLC.
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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:
July 21, 2010
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By:
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/s/ Michael
W. Harlan |
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Michael
W. Harlan |
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President
and Chief Executive Officer |
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