Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note and under Item 2.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Fourth Amended and Restated Loan and Security Agreement
On August 26, 2021, in connection with the effectiveness of the Merger, the
Company terminated the Fourth Amended and Restated Loan and Security Agreement
(the "Revolving Loan Agreement") among, the Company as borrower, certain of its
subsidiaries as co-borrowers and as guarantors, certain financial institutions
named therein as lenders and Bank of America, N.A., as agent for the lenders.
Among other things, the Revolving Loan Agreement provided for revolving
commitments of $300.0 million (the "Revolving Facility") and was scheduled to
mature on June 25, 2026. The obligations under the Revolving Loan Agreement were
secured by first priority liens on and 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 subsidiaries that is not ABL
Priority Collateral (the "Term Loan Priority Collateral"). On August 26, 2021,
the Company repaid in full all outstanding borrowings in connection with the
termination of the Revolving Loan Agreement. As of August 26, 2021, the Company
had $1.05 million of undrawn standby letters of credit under the Revolving
Facility, which will remain outstanding.
Credit and Guaranty Agreement
On August 26, 2021, in connection with the effectiveness of the Merger, the
Company terminated the Credit and Guaranty Agreement (the "Term Loan Agreement")
among the Company as borrower, certain subsidiaries, as guarantors, JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent, the lenders and
other parties named therein. The Term Loan Agreement provided for $300.0 million
in aggregate principal amount of term loans (the "Term Loans"), which were
scheduled to mature on June 25, 2028. The obligations under the Term Loan
Agreement were 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. As of August 26, 2021, $300.0 million in principal amount
of Term Loans were outstanding under the Term Loan Agreement, which was repaid
in connection with the termination of the Term Loan Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 26, 2021, pursuant to the terms of the Merger Agreement, the Merger
was effected, with Grizzly Merger Sub being merged with and into the Company,
and the Company surviving the Merger as a wholly-owned subsidiary of Vulcan. A
description of the consideration payable to holders of the Company's common
stock, par value $0.001 per share (the "Common Stock"), and holders of
restricted stock units is set forth under the headings "The Merger
Agreement-Consideration to be Received in the Merger," "The Merger
Agreement-Treatment of Company RSU Awards," and "The Merger Agreement-Procedures
for Surrendering Shares for Payment" in the Company's Definitive Proxy Statement
filed with the SEC on July 13, 2021 (the "Proxy Statement"), and such
descriptions are incorporated herein by reference.
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The foregoing description, including the portions incorporated by reference
herein, does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement, which is incorporated by
reference as Exhibit 2.1 hereto and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified Nasdaq on
August 26, 2021 that the Certificate of Merger had been filed with the State of
Delaware and that, at the effective time of the Merger, each outstanding share
of Common Stock, subject to certain exceptions, was cancelled and converted into
the right to receive the Merger Consideration subject to the terms of the Merger
Agreement. The Company requested that Nasdaq suspend its Common Stock on
August 26, 2021, and as a result, trading of the Common Stock on Nasdaq was
suspended following the closing of Nasdaq on August 26, 2021.
The Company also requested that Nasdaq file a notification of removal from
listing and registration on Form 25 with the SEC to effect the delisting of its
Common Stock from Nasdaq and the deregistration of the Common Stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company intends to file with the SEC a Form 15 requesting the
termination of registration of the Common Stock under Section 12(g) of the
Exchange Act and the suspension of reporting obligations under Sections 13 and
15(d) of the Exchange Act.
The information set forth in Item 2.01 (including the sections of the Proxy
Statement listed therein) is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Item 2.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger, the Company became a wholly-owned subsidiary of Vulcan and, accordingly,
a change in control of the Company occurred.
The information set forth in Item 2.01, Item 3.01, Item 5.02 and Item 5.03 is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Merger Agreement, Michael D. Lundin, Susan M. Ball,
Kurt M. Cellar, Rajan C. Penkar, Ronnie Pruitt, Theodore P. Rossi and Colin M.
Sutherland, the directors of the Company immediately prior to the effective time
of the Merger on August 26, 2021, ceased serving as members of the Company's
board of directors and each committee thereof, and Stanley G. Bass, C. Wes
Burton, Jr. and C. Samuel Todd, the directors of Grizzly Merger Sub immediately
prior to the effective time of the Merger on August 26, 2021, became the
directors of the Company following the consummation of the Merger until the
earlier of their death, resignation or removal or until their respective
successors are duly elected and qualified.
Effective immediately following completion of the Merger, all of the incumbent
officers of the Company as of immediately prior to the effectiveness of the
Merger, were removed as officers of the Company, except for Ronnie Pruitt who
will continue to serve as the President and Chief Executive Officer of the
Company. Elizabeth H. Townsend and C. Wes Burton, Jr., the Secretary and
Treasurer of Grizzly Merger Sub, respectively, immediately prior to the
effective time of the Merger, became the Secretary and Treasurer of the Company
following the consummation of the Merger until the earlier of their death,
resignation or removal or until their respective successors are duly elected and
qualified.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
On the Closing Date, the Company filed with the Secretary of State of the State
of Delaware the certificate of merger relating to the Merger. At the effective
time of the Merger, the Company's certificate of incorporation as in effect
immediately prior to the Merger was amended and restated in its entirety (as
described in the Proxy Statement) (the "Amended and Restated Certificate of
Incorporation"). A copy of the Amended and Restated Certificate of Incorporation
is filed as Exhibit 3.1 and is incorporated herein by reference. In addition, at
the effective time of the Merger, Grizzly Merger Sub's bylaws as in effect
immediately prior to the Merger became the bylaws of the Company (the "Amended
and Restated Bylaws"). A copy of the Amended and Restated Bylaws is filed as
Exhibit 3.2 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of June 6, 2021, by and among
Vulcan Materials Company, Grizzly Merger Sub I, Inc. and U.S.
Concrete, Inc. (incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by U.S. Concrete, Inc. on June 7,
2021).
3.1 Amended and Restated Certificate of Incorporation of U.S. Concrete,
Inc.
3.2 Amended and Restarted Bylaws of U.S. Concrete, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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