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U.S. Concrete, joint venture partners ink share redemption agreement
By Caroline Salls
Pittsburgh, Aug. 6 - U.S. Concrete, Inc. has entered into a share redemption agreement with joint venture partners Kurtz Gravel Co., Superior Holdings, Inc., BWB, Inc. of Michigan, Builders' Redi-Mix, LLC and USC Michigan, Inc., Superior Materials Holding, LLC and Edw. C. Levy Co., according to an 8-K field Friday with the Securities and Exchange Commission.
Levy and the joint venture partners are members of Superior and each hold shares of Superior.
Under the agreement, Superior will redeem all of the joint venture partners' shares.
As consideration for the redemption, Superior and Levy have agreed to indemnify U.S. Concrete and the joint venture partners from all "adverse consequences" resulting from facts or circumstances that occur on or after the closing of the redemption and relate to the post-closing ownership or operation of Superior.
Superior and Levy will also indemnify the company and partners against an agreement approving a 2007 asset sale, U.S. Concrete's obligation to provide retiree medical coverage to current and former Clawson employees of Superior and Superior's expected issuance of 500 shares to a third party before the redemption is completed.
Under the redemption agreement, Levy will have until midnight ET on Aug. 25 to exercise its operating agreement rights.
In addition, U.S. Concrete and the joint venture partners will pay $640,000 and issue a $1.5 million promissory note to Superior as partial payment for the indemnification and other consideration.
U.S. Concrete and the partners have also agreed not to compete with Superior for five years after closing.
The redemption agreement will be terminated if it has not closed by Sept. 30.
U.S. Concrete, a Houston-based cement manufacturer, filed for bankruptcy on April 29 in the U.S. Bankruptcy Court for the District of Delaware. Its Chapter 11 case number is 10-11407.
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