Quikrete Holdings, Inc. entered into an agreement and plan of merger to acquire Forterra, Inc. (NasdaqGS:FRTA) from Lone Star Americas Acquisitions, Inc and others for $1.7 billion on February 19, 2021. Under the terms of the transaction, Quikrete will acquire all the outstanding shares of Forterra for $24 per share in cash. The transaction is valued at $2.74 billion, including outstanding debt. Wells Fargo has provided a debt financing commitment for an incremental loan to finance the transaction. In connection with its entry into agreement, Quikrete entered into a debt commitment letter with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC pursuant to which and subject to the terms and conditions thereof, the financing sources identified therein agreed to provide commitments under certain term loan facilities, for an aggregate commitment of $2.4 billion. Post completion of the transaction, Forterra will operate as a wholly owned subsidiary of Quikrete. If the merger is consummated, the shares of Forterra common stock will be delisted from the Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended. The merger agreement provides for the termination fee of $50 million payable by Forterra to Quikrete and $85 million termination fee payable by Quikrete to Forterra, as applicable.

Following the acquisition, the Forterra team will join Quikrete. The transaction is subject to certain conditions, including, the expiration or termination of the waiting period under the HSR Act, regulatory approval and other customary closing conditions. The Board of Directors of Forterra has unanimously approved the transaction. The Board of Quikrete has also approved the transaction. The majority shareholder of Forterra, Lone Star has approved the transaction by written consent. Hence, no further action by Forterra's shareholders is needed or will be solicited in connection with the merger. In connection with the proposed merger, on February 26, 2021, the parties filed a notification and report form under the HSR Act with the U.S. Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission. Forterra voluntarily withdrew its HSR Notification and re-filed its HSR Notification on March 31, 2021. On April 30, 2021, the parties received a request for additional information and documentary material (Second Request) from the DOJ, the effect of which is to extend the waiting period imposed by the HSR Act until 30 days after the parties have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. In order to address some of the divestitures anticipated to be required by the DOJ to obtain approval for the consummation of the merger and the other transactions contemplated by the agreement, Forterra, together with Quikrete, have entered into several agreements with various buyers on November 24, 2021, December 13, 2021 and February 16, 2022, to sell such assets and equity investments to these buyers. As of March 16, 2022, all conditions to the closing of the merger are now satisfied (other than those conditions that by their terms are to be satisfied at the closing of the merger). The transaction is expected to close in the fourth quarter of 2021. The merger agreement contains certain provisions giving each of the party rights to terminate the merger agreement under certain circumstances, if the merger has not been consummated on or before the outside date of November 19, 2021, which date will be automatically extended for up to two additional 60 -day periods in specified circumstances. As of February 28, 2022, Forterra is aiming to achieve the necessary approvals to permit it to complete the transaction by the outside date of March 22, 2022 set forth in the agreement. As of March 16, 2022, the parties expect the merger will close on or before the March 22, 2022 outside date under the merger agreement.

David Ghegan and Steven Khadavi of Troutman Pepper Hamilton Sanders LLP and Jeff Spigel and Norm Armstrong of King & Spalding LLP acted as legal advisors and Goldman Sachs & Co. LLC acted as financial advisor to Quikrete. Jeffrey A. Chapman and Jonathan Whalen of Gibson, Dunn & Crutcher LLP and Carla Hine of Kirkland & Ellis LLP acted as legal advisors to Forterra. Citigroup Global Markets Inc. acted as financial advisor and fairness opinion provider to Forterra. John Marzulli and Maroun El Hachem of Shearman & Sterling acted as legal advisors to Citigroup. Forterra has agreed to pay Citi for its services in connection with the merger an aggregate fee of approximately $25 million, $1.5 million of which became payable upon delivery of Citi's opinion, and the remainder of which is contingent upon the consummation of the merger.

Quikrete Holdings, Inc. completed the acquisition of Forterra, Inc. (NasdaqGS:FRTA) from Lone Star Americas Acquisitions, Inc and others on March 18, 2022.