Current Report Filing (8-k)
February 10 2017 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 10, 2017
EAGLE MATERIALS INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-12984
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75-2520779
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3811 TURTLE CREEK BLVD., SUITE 1100
DALLAS, TEXAS
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75219
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (214) 432-2000
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On February 10, 2017, Eagle
Materials Inc., a Delaware corporation (the Company), completed the previously announced acquisition (the Acquisition) of certain assets of Cemex Construction Materials Atlantic, LLC (the Seller). The Acquisition
was completed pursuant to an Asset Purchase Agreement (the Asset Purchase Agreement), dated September 11, 2016, by and between the Company and the Seller.
The assets (the Assets) acquired by the Company in the Acquisition (the Fairborn Business) include a cement plant
located in Fairborn, Ohio, a cement distribution terminal located in Columbus, Ohio, and certain other related assets.
The Company
assumed certain liabilities and obligations in the Acquisition, including contractual obligations, reclamation obligations and various other liabilities and obligations arising out of or relating to the Assets and the Fairborn Business.
The purchase price (the Purchase Price) paid by the Company for the Acquisition was approximately $400 million in cash, subject to
a customary post-closing inventory adjustment as provided in the Asset Purchase Agreement. The Purchase Price was funded through cash on hand and borrowings under the Companys Third Amended and Restated Credit Agreement, dated as of
October 30, 2014, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto (as amended from time to time, the Credit Agreement).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 2.01 is hereby incorporated by reference into this Item 2.03. Approximately $240 million was
borrowed under the Credit Agreement to fund the payment of the Purchase Price.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired
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The audited financial statements and the notes
related thereto of the Fairborn Business for the year ended December 31, 2015 and the unaudited financial statements and the notes related thereto of the Fairborn Business for the nine-months ended September 30, 2015 and 2016 will be filed
as an exhibit to a subsequent Current Report on Form 8-K.
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(b)
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Pro Forma Financial Information
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The unaudited pro forma condensed combined financial
statements and the notes related thereto of the Company as of September 30, 2016 and for the six months ended September 30, 2016 and the fiscal year ended March 31, 2016 will be filed as an exhibit to a subsequent Current Report on
Form 8-K.
SIGNATURES
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.
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EAGLE MATERIALS INC.
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By:
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/s/ James H. Graass
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James H. Graass
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Executive Vice President, General
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Counsel and Secretary
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Date: February 10, 2017
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