Item 1.01 Entry into a Material Definitive Agreement.
Fourth Amended and Restated Loan and Security Agreement
On June 25, 2021, U.S. Concrete, Inc. (the "Company") and certain of its
subsidiaries, as co-borrowers and as guarantors, entered into the Fourth Amended
and Restated Loan and Security Agreement (the "Fourth Loan Agreement") with
certain financial institutions named therein as lenders and Bank of America,
N.A., as agent for the lenders, which amends and restates the Third Amended and
Restated Loan and Security Agreement, dated as of August 31, 2017 (the "Third
Loan Agreement"). Among other things, the Fourth Loan Agreement provides for
revolving commitments of $300 million and extends the maturity date to June 25,
2026. The Fourth Loan Agreement also amends certain terms of the Third Loan
Agreement, including, without limitation, permitting the incurrence of the loans
under the Term Loan Agreement (as defined below).
The obligations under the Fourth Loan Agreement are secured by first priority
security interests in accounts receivable, inventory and certain other personal
property of the Company and its subsidiaries (the "ABL Priority Collateral") and
second priority liens on and security interests in certain real property of the
Company's subsidiaries and certain personal property of the Company and its
subsidiary guarantors that is not ABL Priority Collateral (the "Term Loan
Priority Collateral").
The foregoing description of the Fourth Loan Agreement is not intended to be
complete and is subject to, and qualified in its entirety by, the Fourth Loan
Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Credit and Guaranty Agreement
On June 25, 2021, the Company, as borrower, entered into a secured term loan
agreement (the "Term Loan Agreement") with certain subsidiaries, as guarantors,
JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the
lenders (the "Lenders") and other parties named therein. The Term Loan Agreement
provides for $300 million in aggregate principal amount of term loans (the "Term
Loans"). The Term Loans will mature June 25, 2028. Proceeds of the Term Loans
will be used for general corporate purposes, including to repay outstanding
borrowings under the Fourth Loan Agreement and to redeem the Company's 6.375%
Senior Notes due 2024 (the "2024 Notes") pursuant to the Redemption (as defined
below).
The Term Loans bear interest at the Company's option of either: (1) the London
Interbank Offered Rate ("LIBOR") (subject to a floor of 0.50%) plus a margin of
2.75% or (2) a base rate (which is equal to the greatest of the prime rate, the
Federal Reserve Bank of New York effective rate plus 0.50% and LIBOR plus 1.00%,
and is subject to a floor of 1.50%) plus a margin of 1.75%. Additionally, the
Term Loans were issued at a price of 99.75%. The Term Loans are secured by a
first priority lien on and security interest in the Term Loan Priority
Collateral and a second priority security interest in the ABL Priority
Collateral. The Term Loan Agreement contains customary representations,
warranties, covenants and events of default, but does not contain any financial
maintenance covenants.
Certain of the Lenders and their affiliates have provided from time to time, and
may continue to provide, investment banking, commercial banking, financial and
other services to us, for which we have paid, and intend to pay, customary fees.
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The foregoing description of the Term Loan Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Term Loan Agreement, which is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Delayed Draw Term Loan Agreement
On June 25, 2021, in connection with entering into the Term Loan Agreement, the
Company terminated the Credit and Guaranty Agreement, dated as of April 17,
2020, among the Company, certain subsidiaries as guarantors, Bank of America,
N.A., as administrative agent and collateral agent, the lenders and other
parties named therein (the "Delayed Draw Term Loan Agreement"). The Delayed Draw
Term Loan Agreement provided for a $178.65 million delayed draw term loan
facility and was scheduled to mature on May 1, 2025. There were no outstanding
borrowings under the Delayed Draw Term Loan. The Delayed Draw Term Loan was
secured by a first priority lien on and security interest in the Term Loan
Priority Collateral.
Indenture Governing the 2024 Notes
On May 27, 2021, the Company announced that it sent a conditional notice of
optional redemption to U.S. Bank National Association, as trustee (the
"Trustee"), electing to effect an optional redemption (the "Redemption") of the
Company's outstanding 2024 Notes, at a cash redemption price equal to 101.594%
of the principal amount thereof plus accrued and unpaid interest thereon to the
redemption date of June 26, 2021 (such amount, the "Redemption Price"). The
Redemption was subject to the satisfaction of the following condition precedent
(the "Condition Precedent"): the consummation of one or more financings, on
terms and conditions acceptable to the Company in its sole and absolute
discretion, that, collectively, provide net proceeds sufficient to pay the
Redemption Price in full on the 2024 Notes and all fees and expenses related to
such financings and the Redemption. On June 25, 2021, the Condition Precedent
was satisfied and the Company deposited with the Trustee funds sufficient to
redeem the outstanding 2024 Notes on June 28, 2021. Upon deposit of the
Redemption Price with the Trustee, the indenture governing the 2024 Notes was
fully satisfied and discharged.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
10.1 Fourth Amended and Restated Loan and Security Agreement, dated as of
June 25, 2021, by and among U.S. Concrete, Inc., certain of its
subsidiaries party thereto, certain lenders party thereto and Bank of
America, N.A., as agent for the lenders.
10.2 Credit and Guaranty Agreement, dated as of June 25, 2021, among U.S.
Concrete, Inc., the guarantors party thereto, the financial
institutions from time to time parties thereto and JPMorgan Chase
Bank, N.A., as administrative agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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