As filed with the Securities and Exchange Commission on July 11, 2017

Registration No. 333-218450

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

U.S. CONCRETE, INC.

and the Guarantors listed on Schedule A hereto

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		3272		76-0586680
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

331 North Main Street

Euless, Texas 76039

(817) 835-4105

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Paul M. Jolas, Esq.

U.S. Concrete, Inc.

331 North Main Street

Euless, Texas 76039

(817) 835-4105

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

With a Copy to:

Kerry E. Berchem, Esq.

Garrett A. DeVries, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1095

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable on or after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

 

Each registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

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SCHEDULE A

 

Name		State or Other Jurisdiction of Incorporation or Organization		Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
160 East 22nd Terminal LLC		New Jersey		3272		46-3407203
Aggregate & Concrete Testing, LLC		New York		3272		45-3460833
Alberta Investments, Inc.		Texas		3272		75-1941497
Alliance Haulers, Inc.		Texas		3272		75-2683236
American Concrete Products, Inc.		California		3272		94-2623187
Atlas Redi-Mix, LLC		Texas		3272		27-0243123
Atlas-Tuck Concrete, Inc.		Oklahoma		3272		73-0741542
Beall Concrete Enterprises, LLC		Texas		3272		76-0643536
Beall Industries, Inc.		Texas		3272		75-2052872
Beall Investment Corporation, Inc.		Delaware		3272		51-0399865
Beall Management, Inc.		Texas		3272		75-2879839
Bode Concrete LLC		California		3272		05-0612900
Bode Gravel Co.		California		3272		94-0330590
Breckenridge Ready Mix, Inc.		Texas		3272		75-1172482
Central Concrete Supply Co., Inc.		California		3272		94-1181859
Central Precast Concrete, Inc.		California		3272		94-1459358
Colonial Concrete, Co.		New Jersey		3272		22-2106400
Concrete XXXIV Acquisition, Inc.		Delaware		3272		20-4166167
Concrete XXXV Acquisition, Inc.		Delaware		3272		20-4166206
Concrete XXXVI Acquisition, Inc.		Delaware		3272		20-4166240
Custom-Crete, LLC		Texas		3272		47-4140597
Custom-Crete Redi-Mix, LLC		Texas		3272		47-2239639
Eastern Concrete Materials, Inc.		New Jersey		3272		22-1521165
Ferrara Bros., LLC		Delaware		3272		47-3566258
Ferrara West LLC		New Jersey		3272		46-3459706
Hamburg Quarry Limited Liability Company		New Jersey		3272		27-0373592
Ingram Concrete, LLC		Texas		3272		83-0486753
Kurtz Gravel Company		Michigan		3272		38-1565952
Local Concrete Supply & Equipment, LLC		Delaware		3272		26-3456597
Master Mix, LLC		Delaware		3272		26-1668532
Master Mix Concrete, LLC		New Jersey		3272		26-3800135
MG, LLC		Maryland		3272		26-2169279
New York Sand & Stone, LLC		New York		3272		11-3392272
NYC Concrete Materials, LLC		Delaware		3272		76-0630666
Outrigger, LLC		Delaware		3272		47-5211820
Pebble Lane Associates, LLC		Delaware		3272		26-3456520
Premco Organization, Inc.		New Jersey		3272		46-3584069
Redi-Mix Concrete, L.P.		Texas		3272		20-0474765
Redi-Mix GP, LLC		Texas		3272		none
Redi-Mix, LLC		Texas		3272		83-0486751
Right Away Redy Mix Incorporated		California		3272		94-2294520
Rock Transport, Inc.		California		3272		94-2716696
San Diego Precast Concrete, Inc.		Delaware		3272		76-0616282
Sierra Precast, Inc.		California		3272		94-2274227
Smith Pre-Cast, Inc.		Delaware		3272		76-0630673
Superior Concrete Materials, Inc.		District of Columbia		3272		52-1046503
Titan Concrete Industries, Inc.		Delaware		3272		76-0616374
USC Atlantic, Inc.		Delaware		3272		20-4166002
USC-Jenna, LLC		Delaware		3272		81-3433610

---

Name		State or Other Jurisdiction of Incorporation or Organization		Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
USC-Kings, LLC		Delaware		3272		81-3447483
USC Management Co., LLC		Delaware		3272		27-1015638
USC-NYCON, LLC		Delaware		3272		26-2863588
USC Payroll, Inc.		Delaware		3272		76-0630665
USC Technologies, Inc.		Delaware		3272		20-4166055
U.S. Concrete On-Site, Inc.		Delaware		3272		76-0630662
U.S. Concrete Texas Holdings, Inc.		Delaware		3272		20-4166120
Valente Equipment Leasing Corp.		New York		3272		11-2714905
Yardarm, LLC		Delaware		3272		47-5215365

The address of each of the additional registrants is c/o U.S. Concrete, Inc., 331 North Main Street, Euless, Texas 76039.

---

EXPLANATORY NOTE

U.S. Concrete, Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-4 (Registration No. 333-218450) (the “Registration Statement”) as an exhibit-only filing to file Exhibit 23.1 with the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibit. The prospectus forming a part of the Registration Statement and the balance of Part II of the Registration Statement are unchanged and have been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

The Exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index, which is incorporated by reference herein.

(b) Financial Statement Schedules

All schedules are omitted because the required information is (i) not applicable, (ii) not present in amounts sufficient to require submission of the schedule or (iii) included in our financial statements and the accompanying notes included in the prospectus to this Registration Statement.

 

II-1

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
/s/ William J. Sandbrook William J. Sandbrook		President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)
* Eugene I. Davis		Director and Chairman of the Board
* Kevin R. Kohutek		Vice President and Chief Accounting Officer (Principal Accounting Officer)
* Kurt M. Cellar		Director
* Michael D. Lundin		Director
* Robert M. Rayner		Director
* Theodore P. Rossi		Director
* Colin M. Sutherland		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-1

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Treasurer (Principal Financial and Accounting Officer)
Ferrara Bros., LLC
By:		*
Name:		Kevin Kohutek		Manager
Title:		Vice President

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-2

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Treasurer (Principal Financial and Accounting Officer)
Ferrara Bros., LLC
By:		*
Name:		Kevin R. Kohutek		Manager
Title:		Vice President

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-3

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)
* William J. Sandbrook		Vice President and Director
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-4

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-5

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Treasurer, Vice President and Director (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-6

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Victoria Clyde				Vice President and Treasurer (Principal Financial and Accounting Officer)
Alberta Investments, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-7

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Luis A. Collazo		Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-8

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Victoria Clyde				Vice President and Treasurer (Principal Financial and Accounting Officer)
Beall Investment Corporation, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary
Beall Management, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-9

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-10

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-11

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-12

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* Laurie Cerrito				Treasurer (Principal Financial and Accounting Officer)
Central Concrete Supply Co., Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-13

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Laurie Cerrito		Treasurer (Principal Financial and Accounting Officer)
* Ronnie Pruitt		Vice President and Director
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-14

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017, by the following persons in the capacities indicated.

 

Signature		Title
* Jeffrey W. Roberts		President (Principal Executive Officer)
* Luis A. Collazo		Treasurer (Principal Financial and Accounting Officer)
* Ronnie Pruitt		Vice President and Director
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-15

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Laurie Cerrito		Treasurer (Principal Financial and Accounting Officer)
* Ronnie Pruitt		Vice President and Director
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-16

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-17

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President (Principal Executive Officer)
* Kathy Kantor		Treasurer (Principal Financial and Accounting Officer)
* Kevin R. Kohutek		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-18

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-19

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-20

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-21

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Niel Poulsen				President (Principal Executive Officer)
* Victoria Clyde				Vice President and Treasurer (Principal Financial and Accounting Officer)
Redi-Mix, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-22

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Victoria Clyde				Vice President and Treasurer (Principal Financial and Accounting Officer)
* William J. Sandbrook				Vice President
Alberta Investments, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-23

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Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President (Principal Executive Officer)
* Kevin R. Kohutek		Director
* Kathy Kantor		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-24

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Treasurer (Principal Financial and Accounting Officer)
USC Atlantic, Inc.
By:		*
Name:		Patricia Kotlowski		Manager
Title:		Vice President

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-25

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Treasurer (Principal Financial and Accounting Officer)
Ferrara Bros., LLC
By:		*
Name:		Kevin R. Kohutek		Manager
Title:		Vice President

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

 

S-26

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Kevin R. Kohutek				President (Principal Executive Officer)
* William J. Sandbrook				Vice President and Treasurer (Principal Financial and Accounting Officer)
Eastern Concrete Materials, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-27

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* Luis A. Collazo				Treasurer (Principal Financial and Accounting Officer)
U.S. Concrete Texas Holdings, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-28

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President (Principal Executive Officer)
* Ronnie Pruitt		Vice President, Treasurer and Director (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-29

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
NYC Concrete Materials, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-30

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
NYC Concrete Materials, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-31

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
NYC Concrete Materials, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-32

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Todd E. Martineau		President and Manager (Principal Executive Officer)
* Kathy Kantor		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-33

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
NYC Concrete Materials, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-34

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
USC Atlantic, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-35

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* David Behring				Treasurer (Principal Financial and Accounting Officer)
U.S. Concrete, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member and Manager
Title:		Senior Vice President, General Counsel and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-36

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
NYC Concrete Materials, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-37

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President (Principal Executive Officer)
* Kathy Kantor		Vice President and Treasurer (Principal Financial and Accounting Officer)
* Kevin R. Kohutek		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-38

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Victoria Clyde				Vice President and Treasurer (Principal Financial and Accounting Officer)
Redi-Mix GP, LLC
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		General Partner
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-39

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Vice President and Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-40

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Victoria Clyde				Vice President and Treasurer (Principal Financial and Accounting Officer)
U.S. Concrete Texas Holdings, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-41

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Michael Gabriella		Treasurer (Principal Financial and Accounting Officer)
* William J. Sandbrook		Director
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-42

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Michael Gabriella		Treasurer (Principal Financial and Accounting Officer)
* William J. Sandbrook		Director
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-43

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-44

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-45

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-46

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Todd E. Martineau		President and General Manager (Principal Executive Officer)
* Kathy Kantor		Treasurer (Principal Financial and Accounting Officer)
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-47

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President (Principal Executive Officer)
* Ronnie Pruitt		Vice President and Director
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-48

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President (Principal Executive Officer)
* Kathy Kantor		Treasurer (Principal Financial and Accounting Officer)
* Kevin R. Kohutek		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-49

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Ronnie Pruitt				President (Principal Executive Officer)
* Kathy Kantor				Treasurer (Principal Financial and Accounting Officer)
* Patricia Kotlowski				Vice President
USC Atlantic, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Managing Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-50

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* Patricia Kotlowski				Treasurer (Principal Financial and Accounting Officer)
* Kathy Kantor				Vice President
USC Atlantic, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Managing Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-51

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* William J. Sandbrook				President (Principal Executive Officer)
* Ronnie Pruitt				Treasurer (Principal Financial and Accounting Officer)
U.S. Concrete, Inc.
By:		/s/ Paul M. Jolas		Member
Name:		Paul M. Jolas
Title:		Senior Vice President, General Counsel and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-52

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Mark B. Peabody				President (Principal Executive Officer)
* Kathy Kantor				Vice President and Treasurer (Principal Financial and Accounting Officer)
Eastern Concrete Materials, Inc.
By:		/s/ Paul M. Jolas
Name:		Paul M. Jolas		Member
Title:		Vice President and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-53

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President, Treasurer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-54

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Wallace H. Johnson		President (Principal Executive Officer)
* Ronnie Pruitt		Treasurer (Principal Financial and Accounting Officer)
* William J. Sandbrook		Vice President and Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-55

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Victoria Clyde		Treasurer (Principal Financial and Accounting Officer)
* Mark B. Peabody		Director
* William J. Sandbrook		Director

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-56

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* William J. Sandbrook		President and Director (Principal Executive Officer)
* Ronnie Pruitt		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-57

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature		Title
* Ronnie Pruitt		President and Director (Principal Executive Officer)
* Patricia Kotlowski		Treasurer (Principal Financial and Accounting Officer)

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-58

---

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Euless, State of Texas, on the 11th day of July, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on July 11, 2017 by the following persons in the capacities indicated.

 

Signature				Title
* Niel Poulsen				President (Principal Executive Officer)
* Kathy Kantor				Treasurer (Principal Financial and Accounting Officer)
U.S. Concrete, Inc.
By:		/s/ Paul M. Jolas		Member and Manager
Name:		Paul M. Jolas
Title:		Senior Vice President, General Counsel and Secretary

 

*By		/s/ Paul M. Jolas
		Name:		Paul M. Jolas
		Title:		Attorney-in-Fact

 

S-59

---

EXHIBIT INDEX

 

Exhibit Number		Description
2.1		Share Purchase Agreement, dated as of April 1, 2015, by and among USCF&B AcquisitionCo LLC, Ferrara Bros. Building Materials Corp., Ferrara Family Holdings, Inc. and Joseph J. Ferrara, in his capacity as Seller’s Representative. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 2, 2015 (File No. 001-34530)).
3.1		Amended and Restated Certificate of Incorporation of U.S. Concrete, Inc. (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
3.2		Third Amended and Restated By-Laws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
3.3		Amendment No. 1 to Third Amended and Restated Bylaws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 20, 2015 (File No. 001-34530)).
4.1		Form of common stock certificate (incorporated by reference to Exhibit 3 to the Company’s Registration Statement on Form 8-A filed August 31, 2010 (File No. 000-26025)).
4.2		Class A Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
4.3		Class B Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 5 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
4.4		Indenture, dated as of June 7, 2016, by and among U.S. Concrete, Inc., the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 7, 2016 (File No. 001-34530)).
4.5		Supplemental Indenture No. 1, dated as of October 12, 2016, by and among U.S. Concrete, Inc., the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 9, 2017 (File No. 001-34530)).
4.6		Supplemental Indenture No. 2, dated as of January 9, 2017, by and among U.S. Concrete, Inc., the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34530)).
4.7		Registration Rights Agreement, dated as of January 9, 2017, by and among U.S. Concrete, Inc., the guarantors party thereto, and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K dated January 9, 2017 (File No. 001-34530)).
5.1*		Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
5.2*		Opinion of McKennon Shelton & Henn LLP
5.3*		Opinion of Honigman Miller Schwartz and Cohn LLP
5.4*		Opinion of Connell Foley LLP

 

E-1

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Exhibit Number		Description
5.5*		Opinion of Conner & Winters, LLP
10.1+		U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
10.2+		U.S. Concrete, Inc. Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
10.3+		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
10.4+		Executive Severance Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)).
10.5+		Indemnification Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)).
10.6+		Executive Severance Agreement dated January 23, 2013 by and between U.S. Concrete, Inc. and Niel L. Poulsen (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K dated March 8, 2013 (File No. 001-34530)).
10.7+		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2013 (File No. 0001-34530)).
10.8+		U.S. Concrete, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 17, 2013 (File No. 001-34530)).
10.9+		U.S. Concrete, Inc. Deferred Compensation Plan Adoption Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 17, 2013 (File No. 001-34530)).
10.10+		U.S. Concrete, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2013 (File No. 001-34530)).
10.11+		Form of Restricted Stock Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 1, 2013 (File No. 001-34530)).
10.12+		U.S. Concrete, Inc. Management Equity Incentive Plan effective January 1, 2013 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K dated March 7, 2014 (File No. 001-34530)).
10.13+		Executive Severance Agreement dated August 1, 2013 by and between U.S. Concrete, Inc. and Paul M. Jolas (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K dated March 7, 2014 (File No. 001-34530)).
10.14		Subscription Agreement, dated as of April 1, 2015, by and among U.S. Concrete, Inc. and the beneficial owners of Ferrara Family Holdings, Inc. named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2015 (File No. 001-34530)).
10.15		Amended and Restated Limited Liability Company Agreement of Ferrara Bros., LLC, effective as of April 9, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated August 6, 2015 (File No. 001-34530)).
10.16+		Ferrara Bros., LLC Class B Incentive Interests Award Agreement, effective as of April 11, 2015, between Ferrara Bros., LLC and 2G FB LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated August 6, 2015 (File No. 001-34530)).

 

E-2

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Exhibit Number		Description
10.17+		Offer Letter to Ronnie Pruitt, dated October 6, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 23, 2015 (File No. 001-34530)).
10.18+		Executive Severance Agreement, by and between U.S. Concrete, Inc. and Ronnie Pruitt, dated October 26, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 23, 2015 (File No. 001-34530)).
10.19+		Indemnification Agreement, by and between U.S. Concrete, Inc. and Ronnie Pruitt, dated October 26, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 23, 2015 (File No. 001-34530)).
10.20		Second Amended and Restated Loan and Security Agreement, dated as of November 18, 2015, by and among U.S. Concrete, Inc., certain of its subsidiaries parties thereto, certain lender parties thereto, and Bank of America, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 18, 2015 (File No. 001-34530)).
10.21+		Offer Letter to Joseph Tusa, dated January 8, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 14, 2016 (File No. 001-34530)).
10.22+		Executive Severance Agreement, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr., dated February 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 1, 2016 (File No. 001-34530)).
10.23+		Indemnification Agreement, dated February 1, 2016, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 1, 2016 (File No. 001-34530)).
10.24+		U.S. Concrete, Inc. and Subsidiaries 2016 Annual Incentive Plan (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K dated March 4, 2016 (File No. 001-34530)).
10.25+		U.S. Concrete, Inc. and Subsidiaries 2017 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 19, 2017 (File No. 001-34530)).
10.26+		Separation and Transition Agreement, dated as of March 23, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 24, 2017 (File No. 001-34530)).
10.27+		Consulting Agreement, dated as of July 1, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 6, 2017 (File No. 001-34530)).
12.1		Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34530) and to Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q dated May 4, 2017 (File No. 001-34530))
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34530)).
23.1**		Consent of Grant Thornton LLP
23.2*		Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included on Exhibit 5.1).
23.3*		Consent of McKennon Shelton & Henn LLP (included on Exhibit 5.2).
23.4*		Consent of Honigman Miller Schwartz and Cohn LLP (included on Exhibit 5.3).
23.5*		Consent of Connell Foley LLP (included on Exhibit 5.4).
23.6*		Consent of Conner & Winters, LLP (included on Exhibit 5.5).
24.1*		Power of Attorney (included on each signature page of this Registration Statement).
25.1*		Form T-1, Statement of Eligibility of U.S. Bank National Association under the Trust Indenture Act of 1939.

 

E-3

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Exhibit Number		Description
99.1*		Form of Letter of Transmittal.

 

*	Previously Filed.

**	Filed herewith.

+	Management contract, compensatory plan or arrangement.

 

E-4