U.S. Concrete, announced today that its wholly owned subsidiary, Central Concrete Supply Co., Inc., has executed a definitive equity purchase agreement with Randolph R. Boardman and Terri L. Boardman Trustees under the Randolph R. Boardman and Terri L. Boardman Family Trust Agreement dated January 21, 1997, Douglas H. Boardman and Lauren Boardman, Trustees of the Douglas H. Boardman and Lauren Boardman Family Trust, Danvers M. Boardman, III, Trustee under the DMB III Trust Agreement dated July 12, 2008 and Kathy M. Boardman, Trustee under the KMSB Trust Agreement dated June 26, 2008 and Randolph R. Boardman, Terri L. Boardman, Douglas H. Boardman, Lauren Boardman, Danvers M. Boardman III and Kathy M. Boardman, as individuals, to acquire all of the issued and outstanding equity interests of Bode Gravel Co., a California subchapter S corporation and Bode Concrete LLC, a California limited liability company.
Bode Gravel and Bode Concrete operate two ready-mixed concrete plants, including one new portable plant, and 41 mixer trucks in the San Francisco area and produced approximately 243,000 cubic yards of ready-mix concrete in 2011. The purchase price for the Equity Interests is $24.5 million in cash payable at closing, subject to adjustment for working capital, plus potential earn-out payments, contingent upon reaching negotiated volume hurdles, in an aggregate amount of up to $7 million in cash (plus accrued interest, if any) payable over a six-year period. The Company intends to pay the closing date consideration from cash on hand and borrowings under the Company's existing credit facility.
U.S. Concrete President and Chief Executive Officer, William J. Sandbrook, said, "We are extremely pleased to have reached this agreement with the Boardmans. Bode Concrete has a long and proud history of servicing the greater San Francisco construction market as the city's preeminent supplier of ready mix concrete. We look forward to continuing Bode's reputation of environmental stewardship, quality production and unparalleled customer service as we welcome them into our network of operations in the greater Bay area."
This transaction is subject to customary closing conditions and is expected to close during the fourth quarter of 2012.