Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on February 19, 2021, Forterra, Inc., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Quikrete Holdings, Inc., a Delaware corporation
("Parent"), and Jordan Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub
will merge with and into the Company (the "Merger"), with the Company surviving
the Merger as a wholly-owned subsidiary of Parent. The consummation of the
Merger is subject to the satisfaction or waiver of certain conditions,
including, among others, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act").
In order to address some of the divestitures anticipated to be required by the
U.S. Department of Justice (the "DOJ") to obtain approval under the HSR Act for
the consummation of the Merger and the other transactions contemplated by the
Merger Agreement, on November 24, 2021, Forterra Pipe & Precast, LLC, a Delaware
limited liability company and wholly owned subsidiary of the Company ("FP&P"),
entered into a Membership Interest Purchase Agreement (the "Purchase Agreement")
with Eagle Corporation, a Virginia corporation ("Eagle"), and Parent.
Pursuant to the terms and subject to the conditions set forth in the Purchase
Agreement, contemporaneously with the closing of the Merger and the other
transactions contemplated by the Merger Agreement, Eagle will purchase FP&P's
50% equity interest in Concrete Pipe & Precast, LLC ("CP&P"), a joint venture
with Eagle (the "CP&P Sale") for a purchase price of $105,000,000 (subject to
certain adjustments as described in the Purchase Agreement). Consummation of the
CP&P Sale is subject to customary closing conditions, including, among others,
the consummation of the Merger and approval by the DOJ.
The Purchase Agreement contains certain termination rights for FP&P and Eagle,
including, among others, the right to terminate the Purchase Agreement (i) by
either party if the CP&P Sale has not occurred by March 22, 2022, which date may
be extended under certain circumstances described in the Purchase Agreement,
(ii) by either party in the event of the issuance of a final and non-appealable
governmental order that prohibits the CP&P Sale or if FP&P notifies Eagle that
(x) the Merger is not occurring or (y) the Merger Agreement has been terminated
and (iii) by FP&P if FP&P determines in good faith in its reasonable discretion
that the DOJ is not likely to approve the CP&P Sale and the Merger.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, and the documents referred to herein, contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. We have used the words "approximately," "anticipate," "assume,"
"believe," "contemplate," "continue," "could," "estimate," "expect," "future,"
"intend," "may," "plan," "potential," "predict," "project," "seek," "should,"
"target," "will" and similar terms and phrases to identify forward-looking
statements. All of our forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those that
we are expecting, including:
•risks related to the consummation of the Merger and the CP&P Sale, including
the risks that (i) the Merger or the CP&P Sale may not be consummated within the
anticipated time period, or at all, (ii) the parties to the Merger may fail to
secure the termination or expiration of any waiting period applicable under the
HSR Act and (iii) other conditions to the consummation of the Merger under the
Merger Agreement or the CP&P Sale under the Purchase Agreement may not be
satisfied;
•the effects that any termination of the Merger Agreement or the Purchase
Agreement may have on the Company or its business, including the risks that the
Company's stock price may decline significantly if the Merger and the Purchase
Agreement are not completed, which may have a chilling effect on alternatives to
the Merger;
•the risk that a condition to closing of the Merger or CP&P Sale may not be
satisfied;
•the occurrence of any event, change or other circumstances that could give rise
to the termination of the Merger Agreement or the Purchase Agreement; and
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•additional factors discussed in our filings with the SEC.
The forward-looking statements contained in this Current Report on Form 8-K are
based on management's current plans, estimates and expectations in light of
information currently available to the Company and are subject to uncertainty
and changes in circumstances. There can be no assurance that future developments
affecting the Company will be those that the Company has anticipated. Actual
results may differ materially from these expectations due to changes in global,
regional or local political, economic, business, competitive, market, regulatory
and other factors, many of which are beyond our control, as well as the other
factors described in Item 1A, "Risk Factors" in the Company's 2020 10-K filed
with the SEC on February 25, 2021. The COVID-19 pandemic may also precipitate or
exacerbate these and other unknown risks and uncertainties. Additional factors
or events that could cause our actual results to differ may also emerge from
time to time, and it is not possible for us to predict all of them. Should one
or more of these risks or uncertainties materialize or should any of our
assumptions prove to be incorrect, our actual results may vary in material
respects from what we may have expressed or implied by these forward-looking
statements. Any forward-looking statement made by the Company speaks only as of
the date on which it is made. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by applicable
securities laws.
Additional Information and Where to Find It
In connection with the proposed Merger, on March 24, 2021 the Company filed with
the SEC a Schedule 14C Definitive Information Statement (the "Information
Statement") for its stockholders with respect to the approval of the proposed
transaction described herein and commenced mailing of the Information Statement
to the Company's stockholders. You may obtain copies of all documents filed by
the Company with the SEC regarding this transaction, free of charge, at the
SEC's website, www.sec.gov or from the Company's website at
https://investors.forterrabp.com/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File - The cover page from the Company's
Current Report on Form 8-K filed on December 1, 2021 is formatted in Inline
XBRL (included as Exhibit 101).
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