Item 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement



On November 25, 2019, Eagle Materials Inc. (the "Company") and Kosmos Cement
Company (the "Seller") entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement") pursuant to which the Company will acquire (the
"Acquisition") (i) a cement plant located in Louisville, Kentucky, (ii) a
limestone quarry located in Battletown, Kentucky, (iii) cement distribution
terminals located in Indianapolis, Indiana; Cincinnati, Ohio; Pittsburgh,
Pennsylvania; Charleston, West Virginia; Ceredo, West Virginia; Mt. Vernon,
Indiana and Lexington, Kentucky, and (iv) certain other properties and assets
used by the Seller in connection with the foregoing (collectively, the "Kosmos
Business").

The purchase price (the "Purchase Price") to be paid by the Company in the
Acquisition is $665 million in cash, subject to a customary post-closing
inventory adjustment. In addition, the Company will assume certain liabilities
and obligations of the Seller relating to the Kosmos Business, including
contractual obligations, reclamation obligations and various other liabilities
and obligations arising out of or relating to the Kosmos Business after the
closing of the Acquisition (the "Closing"). The Company expects to fund the
payment of the Purchase Price and expenses incurred in connection with the
Acquisition through the debt financing arrangements described below.

The Asset Purchase Agreement contains customary representations, warranties and
covenants, as well as indemnification provisions subject to specified
limitations. The indemnification provided by the Seller under the Asset Purchase
Agreement covers both breaches of representations and warranties and liabilities
retained by the Seller. The indemnification provided by the Company covers both
breaches of representations and warranties and liabilities assumed by the
Company. In the case of the indemnification provided by the Seller with respect
to breaches of certain representations and warranties, the obligations of the
Seller are subject to a deductible in an amount equal to $6.650 million and a
cap on losses equal to $49.875 million. Such deductible and cap only apply to
indemnification in respect of breaches of certain representations and warranties
and do not apply to other indemnification obligations of the Seller, including
obligations to indemnify in in respect of the liabilities retained by the
Seller.

The completion of the Acquisition is subject to certain conditions, including
(i) the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the
respective representations and warranties of the parties being true and correct,
subject to certain materiality exceptions, (iii) obtaining certain governmental
and third party consents and (iv) the performance by the parties of their
respective obligations under the Asset Purchase Agreement in all material
respects. The obligations of the Company under the Asset Purchase Agreement are
not conditioned upon the availability of financing for payment of the Purchase
Price.

The Asset Purchase Agreement contains certain termination rights that could be
exercised by the Company or the Seller. For example, either party may terminate
the Asset Purchase Agreement if the Closing has not occurred by March 31, 2020
and the conditions to Closing have not been satisfied by such date, except that
a party cannot terminate the Asset Purchase Agreement if the failure of the
Closing to occur is due to the failure of such party to perform or comply with
its covenants, agreements and conditions under the Purchase Agreement.

--------------------------------------------------------------------------------
In addition, either party may terminate the Asset Purchase Agreement if the
other party breaches any representations, warranties, covenants and other
agreements that would cause the obligations of the non-breaching party not to be
satisfied and such breach is not cured by March 31, 2020, except that a party
cannot terminate the Asset Purchase Agreement if such party is then in material
breach of any provision of the Asset Purchase Agreement.

Subject to satisfaction of the conditions described above and assuming the Asset
Purchase Agreement is not terminated, the Acquisition is expected to close in
the first quarter of 2020.

The Asset Purchase Agreement will provide investors with information regarding
the terms and conditions of the transactions governed thereby, and the Company
intends to file the Asset Purchase Agreement as an exhibit to the Company's next
Form 10-Q. The Asset Purchase Agreement is not intended to provide any other
financial information about the Kosmos Business. The representations, warranties
and covenants contained in the Asset Purchase Agreement were made only for
purposes of that agreement and as of the dates specified therein; were made
solely for the benefit of the parties to the agreement; may be subject to
qualifications and limitations agreed upon by the parties; and may be subject to
standards of materiality applicable to the contracting parties that differ from
those that may be viewed as material to investors. Investors should not rely on
the representations, warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of the parties or
any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants
may change after the date of the Asset Purchase Agreement, which subsequent
information may or may not be fully reflected in public disclosures by the
Company.

In connection with the execution of the Asset Purchase Agreement, the Company
has entered into an engagement letter and commitment letter (collectively, the
"Commitment Letter"), dated November 25, 2019, with JPMorgan Chase Bank, N.A.
and Goldman Sachs Bank, USA (such financial institutions being referred to as
the "Commitment Parties"). Pursuant to the Commitment Letter, the Commitment
Parties have agreed to arrange, on a best efforts basis, a $665 million
syndicated Term Loan Facility, with a committed 364-day Bridge Facility of an
equal amount available on a "certain funds" basis should the syndication of the
Term Loan Facility be unsuccessful, in either case for the purpose of funding
the cash consideration for the Acquisition and the fees and expenses incurred in
connection with the transactions contemplated by the Asset Purchase Agreement.
In addition, the Commitment Parties have agreed to arrange, on a best efforts
basis, an amendment to the Company's existing Revolving Credit Facility, with a
committed Backstop Facility available on a "certain funds" basis should the
solicitation of the amendments be unsuccessful, in either case to allow for the
consummation of the Acquisition on a "certain funds" basis and to make certain
other changes. The financing commitments of the Commitment Parties expire five
business days after March 31, 2020 and are subject to various customary
conditions set forth in the Commitment Letter, including (i) the execution and
delivery of the applicable credit agreements in accordance with the terms set
forth in the Commitment Letter and (ii) the prior or substantially concurrent
consummation of the Acquisition (without the waiver of any material condition).


Item 7.01. Regulation FD Disclosure.




On November 26, 2019, the Company issued a press release announcing the
execution of the Asset Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report. In accordance with General
Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in
Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

Exhibit


 Number           Description

99.1 - Press Release dated November 26, 2019 issued by Eagle Materials Inc. (announcing the execution of the Asset Purchase Agreement).

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses