false 0001703956 0001703956 2021-01-28 2021-01-28

 

 

Washington, D.C. 20549  

 

 

 

 

The Securities Exchange Act of 1934 

 

 

 

 

 

 

 

Thornton, Colorado 80229

(Address of principal executive offices) (Zip Code)

 

(303) 289-7497

(Registrant’s telephone number, including area code)  

 

N/A
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

    

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

On January 28, 2021, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the “Issuer”) and a wholly-owned subsidiary of Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), completed a private offering of $375.0 million in aggregate principal amount of its 6.000% senior secured second lien notes due 2026 (the “Notes”). The Notes will mature on February 1, 2026. The Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act.

 

The offering proceeds, along with approximately $15 million of borrowings under the ABL Facility (as defined below), were used to repay all outstanding indebtedness under the Company’s existing term loan agreement, dated December 6, 2018, and pay related fees and expenses.

 

The Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. (“Intermediate Holdings”) and each of the Issuer’s domestic, wholly-owned subsidiaries (the “Guarantors”) that is a borrower under or guarantees the ABL Facility. The Notes and the guarantees will be secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Notes and the guarantees will be the Issuer’s and the Guarantors’ senior secured obligations, will rank equally with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Notes.

 

The Indenture contains certain covenants applicable to the Issuer and its restricted subsidiaries. These covenants limit, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness and issue certain preferred stock; make certain investments, distributions and other restricted payments; create or incur certain liens; merge, consolidate or transfer all or substantially all assets; enter into certain transactions with affiliates; and sell or otherwise dispose of certain assets. These covenants are subject to important exceptions and qualifications.

 

If an event of default arises from certain events of bankruptcy or insolvency with respect to the Issuer of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If other events of default arise, including failure to pay principal or interest when due and payable, upon redemption, acceleration or otherwise, failure to comply with the agreements under the Indenture, default under or acceleration of certain other indebtedness, failure to pay certain judgments, and repudiation or unenforceability of obligations under certain collateral documents or the guarantees of the Issuer or any Significant Subsidiary (as defined in the Indenture) of the Issuer, subject to certain limitations, including, if applicable, the giving of notice or the expiration of any grace or cure period, or both, the trustee or holders of at least 30% of the aggregate principal amount of the then outstanding Notes may declare the Notes to be due and payable immediately.

 

The foregoing description of the Indenture is qualified in its entirety by reference to the complete copy thereof that is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

 

On January 28, 2021 (the “Closing Date”), the Issuer, together with Brundage-Bone Concrete Pumping, Inc., Eco-Pan, Inc., Capital Pumping LP (collectively, the “US ABL Borrowers”) and Camfaud Concrete Pumps Limited and Premier Concrete Pumping Limited (together, the “UK ABL Borrowers” and together with the US ABL Borrower, collectively, the “ABL Borrowers”), Industrea Acquisition Corp., the Company, Intermediate Holdings and Concrete Pumping Intermediate Holdings, LLC entered into an amended and restated asset-based revolving credit agreement (the “ABL Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent (“Agent”), sole lead arranger and sole bookrunner, Wells Fargo Capital Finance (UK) Limited, as UK security agent (“UK Security Agent”), the other loan parties from time to time party thereto and the lenders and issuing banks from time to time party thereto, providing for a five-year senior secured asset-based revolving credit facility (the “ABL Facility”), with a maximum commitment amount of $125.0 million (the “Maximum Revolver Amount”) and a letter of credit sublimit of $7.5 million.  The ABL Credit Agreement also provides for an uncommitted accordion feature under which the ABL Borrowers can increase the ABL Facility by up to an additional $75.0 million. The ABL Credit Agreement amends and restates that certain prior Credit Agreement, dated as of December 6, 2018 (as amended prior to the Closing Date), by and among the Company, the Issuer, the other loan parties party thereto, the lenders party thereto, Agent and UK Security Agent, which allowed borrowings of up to $60.0 million.

 

 

Borrowings and repayments under the ABL Facility may occur from time to time in the Company’s ordinary course of business prior to the maturity date, which is the earlier of (a) January 28, 2026 and (b) the date that is 180 days prior to (i) the final stated maturity date of the Notes or (ii) the date the Notes become due and payable. The availability of borrowings under the ABL Facility is limited by a borrowing base comprised of (i) 85% of eligible accounts receivable plus (ii) the lower of 35% of the cost and 85% of the net orderly liquidation value of eligible inventory (with a cap of $2.5 million for each of the US ABL Borrowers and the UK ABL Borrowers) plus (iii) the lower of 85% of the net orderly liquidation value and 100% of the net book value of eligible appraised rolling stock and other eligible appraised equipment plus (iv) the lower of 80% of the cost of eligible rolling stock which has not been appraised and $10.0 million less (v) applicable reserves.

 

Borrowings under the ABL Credit Agreement bear interest at the rate equal to, as related to LIBOR rate loans, the LIBOR rate (subject to a 0.00% floor), plus an applicable margin equal to 2.00% per annum for the first 180 days after the Closing Date, which may stepdown to 1.75% per annum if the quarterly average excess availability is greater than or equal to 50% of the Maximum Revolver Amount or, as related to all other loans, the base rate (subject to a 0.00% floor), plus an applicable margin equal to 1.00% per annum for the first 180 days after the Closing Date, which may stepdown to 0.75% per annum if the quarterly average excess availability is greater than or equal to 50% of the Maximum Revolver Amount.  The Company may voluntarily prepay all or any part of the ABL Facility without premium or penalty, subject to concurrent payments of any applicable LIBOR breakage costs.

 

The portion of the ABL Facility made available to the US ABL Borrowers is guaranteed on a senior secured basis by each of the Company’s wholly-owned domestic subsidiaries (the “US ABL Guarantors”), and is secured by a first-priority perfected security interest in substantially all the assets of the US ABL Borrowers and the US ABL Guarantors, subject to certain exceptions. The portion of the ABL Facility made available to the UK ABL Borrowers is guaranteed on a senior secured basis by each of the Company’s wholly-owned UK subsidiaries (together with the US ABL Guarantors, collectively, the “ABL Guarantors”), subject to certain exceptions, and by each of the US Borrowers and the US ABL Guarantors, and is secured by a first priority perfected security interest in substantially all assets of the UK ABL Borrowers, the US ABL Borrowers and the ABL Guarantors.  The ABL Facility and the guarantees thereunder will be the ABL Borrowers’ and the ABL Guarantors’ senior secured obligations, will rank equally with all of the ABL Borrowers’ and the ABL Guarantors’ existing and future senior indebtedness and will rank senior to all of the ABL Borrowers’ and the ABL Guarantors’ existing and future subordinated indebtedness. 

 

The ABL Credit Agreement contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions, and a springing financial covenant pursuant to which the Company and its restricted subsidiaries shall be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 during any “Compliance Period” that occurs once certain triggers are met. In addition, the ABL Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, any violation of any affirmative or negative covenants, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy.

 

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

 

 

On January 28, 2021, the Company issued a press release announcing the closing of the issuance and sale of the Notes and entry into the ABL Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 

           

The following exhibits are being filed herewith:

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.