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U.S. Concrete Announces Commencement Of Exchange Offer For All 9.5% Convertible Secured Notes Due 2015

Stocks in this article: USCR

EULESS, Texas, Feb. 6, 2013 (GLOBE NEWSWIRE) -- U.S. Concrete, Inc. (Nasdaq:USCR) announced today that it has commenced an offer to exchange up to $69,300,000 aggregate principal amount of newly issued 9.5% Senior Secured Notes due 2015 ("New Notes") for all of the Company's outstanding 9.5% Convertible Secured Notes due 2015 (CUSIP Nos. 90333LAE2 and 90333LAF9) (the "Convertible Notes"). The exchange offer and related consent solicitation (the "Exchange Offer") is being made upon the terms and subject to the conditions set forth in the company's Preliminary Prospectus, dated February 6, 2013 (the "Prospectus"), and the related Letter of Transmittal & Consent (the "Letter of Transmittal"). The Exchange Offer will expire at 5:00 pm, New York City time, on Friday, March 15, 2013, unless it is extended or earlier terminated by the company (as may be extended by the company, the "Expiration Date"). As of the date hereof, there is $55,000,000 aggregate principal amount of Convertible Notes outstanding, which are currently convertible at a conversion rate of 95.23809524 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, or a conversion price of approximately $10.50 per share.

Upon the terms and subject to the conditions of the Exchange Offer, holders of Convertible Notes who validly tender and do not properly withdraw their Convertible Notes prior to 5:00 pm, New York City time, on the Expiration Date, will receive, for each $1,000 principal amount of Convertible Notes accepted for exchange, $1,260 principal amount of New Notes. The Convertible Notes may only be delivered in amounts equal to minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. However, the New Notes will be issued in denominations of $1.00 and integral multiples of $1.00 in excess thereof.

The terms and conditions of the Exchange Offer appear in the Prospectus and the Letter of Transmittal, both of which will be distributed to all holders of the Convertible Notes. The Exchange Offer is subject to minimum tender conditions and certain other conditions as more fully described in the Prospectus, including the receipt of sufficient consents to amend the terms of the indenture governing the Convertible Notes, the security documents governing the Convertible Notes and the related intercreditor agreement, in order to eliminate substantially all of the restrictive covenants contained in the indenture governing the Convertible Notes and provide for a release of all of the collateral securing the Convertible Notes. The Company expressly reserves the right to waive these conditions in whole or in part at any or at various times.

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