Item 2.02. Results of Operations and Financial Condition.
On February 26, 2020, Forterra, Inc. (the "Company") issued a press release
announcing its financial results for its fiscal quarter and year ended December
31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The information included or incorporated by reference in this Item 2.02,
including Exhibit 99.1, is being furnished to the Securities and Exchange
Commission (the "SEC") and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2020, Allison Navitskas and Robert Corcoran, each Class I
members of the Board of Directors (the "Board") of the Company resigned from the
Board. The resignations did not result from any disagreement with the Company.
On February 25, 2020, the Board appointed Maureen Harrell as a Class I member of
the Board to fill the vacancy created by the resignation of Ms. Navitskas. In
addition, the size of the Board was reduced from ten members to nine members
effective February 25, 2020.
Ms. Harrell, age 40, has been a Managing Director of Hudson Americas, L.P.
("Hudson"), a related party of Lone Star Funds ("Lone Star"), an affiliate of
the Company and its controlling stockholder, a position she has held since June
2019. Ms. Harrell has oversight responsibility over a number of Lone Star's
private equity investments, including its investment in us and also assists with
the due diligence and underwriting of potential operating company investments.
Ms. Harrell currently serves on the board of directors of Financial Building
Materials (NYSE: FBM). Prior to joining Hudson, Ms. Harrell previously served as
a Director at Alinda Capital Partners, LLC, and independent infrastructure
investment firm, from October 2010 to May 2019, where she had oversight over
several infrastructure investments and served on the boards of directors of a
number of privately held companies. Prior to Alinda, Ms. Harrell held roles at
GE Capital from 2008 to 2010 and at Pricewaterhouse Coopers, LLP from 2001 to
2006. Ms. Harrell earned a Bachelor of Arts degree in Economics from Bowdoin
College and a Masters of Business Administration degree from the University of
Virginia Darden School of Business.
As a non-independent director, Ms. Harrell will not receive any compensation
from the Company for her services rendered as a member of the Board; however, as
previously disclosed, the Company enters into indemnification agreements with
each of the Company's directors, including Ms. Harrell. Other than through her
position with Hudson, as discussed above, there was no arrangement or
understanding between Ms. Harrell and any other person pursuant to which she was
selected as a director. Other than transactions involving the Company and its
controlling stockholder, as disclosed in greater detail in the Company's
definitive proxy statement for the Company's 2019 annual meeting of
stockholders, and which disclosure is incorporated herein by reference, there
are no transactions that would require disclosure herein pursuant to Item 404(a)
of Regulation S-K.
Item 7.01. Regulation FD.
The Company intends to reference a slide deck (the "Presentation") during the
Company's conference call to discuss its financial results for its fiscal
quarter and year ended December 31, 2019. A copy of the Presentation can be
accessed on the Company's website - forterrabp.com - by following the links to
"Investors", "News and Events" and "Events and Presentations."
The information included in this Item 7.01 is being furnished to the SEC and
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference in such
filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit No. Description
99.1 Press Release issued by Forterra, Inc. on February 26, 2020.
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