U.S. Concrete adopts stockholder rights plan to protect use of NOLs

By Lisa Kerner

Charlotte, N.C., Nov. 6 - U.S. Concrete, Inc.'s board of directors adopted a stockholder rights plan to preserve the value of certain deferred tax assets primarily associated with new operating loss carryforwards under section 382 of the Internal Revenue Code, the company announced on Friday.

The company's ability to use its NOLs could be reduced in the event of an ownership change as defined by the IRS.

An ownership change would occur if stockholders that own at least 5% or more of U.S. Concrete's outstanding stock increase their cumulative ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period, according to a company news release.

Under the rights plan, stockholders receive a dividend of one right for each outstanding share of the company's common stock entitling the right holder to buy one 1/100th of a share of a new series A junior participating preferred stock for an exercise price of $10.00.

The rights are triggered if a person or group has acquired or begins a tender offer to acquire ownership of 4.9% of U.S. Concrete's common stock.

U.S. Concrete, a Houston-based ready-mixed concrete and concrete products company, said it will distribute the rights on Nov. 16.

The rights extend for 10 years and will expire on Oct. 31, 2019.

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