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

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

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.

As previously disclosed, on December 20, 2012, the Company entered into
Exchange and Consent Agreements (the "Exchange and Consent Agreements") with
two security holders who have indicated to the Company that they hold an
aggregate of approximately 63% of the Company's outstanding Convertible
Notes.Pursuant to the Exchange and Consent Agreements, those security holders
have agreed to exchange their Convertible Notes in the Exchange Offer (the
Exchange Offer is conditioned upon, among other things, at least 82.5% of the
outstanding principal amount of Convertible Notes having been validly tendered
and not properly withdrawn on or prior to the Expiration Date).

None of the Company, its management or board of directors or the exchange and
information agent makes any recommendation to any holder of Convertible Notes
as to whether to tender any Convertible Notes in the Exchange Offer. None of
the Company, its management or board of directors or the exchange and
information agent has authorized any person to give any information or to make
any representation in connection with the Exchange Offer other than the
information and representations contained in the Prospectus or in the Letter
of Transmittal.

Information on the Offer

Global Bondholder Services Corporation has been appointed as exchange agent
and information agent for the Exchange Offer. Questions regarding the Exchange
Offer should be directed to Global Bondholder Services Corporation, at (866)
924-2200 (toll-free). Requests for copies of the Prospectus and the Letter of
Transmittal should also be directed to Global Bondholder Services Corporation
by phone at (212) 430-3774 (for banks and brokers) and (866) 924-2200 (for all
other callers) or in writing at 65 Broadway, Suite 404, New York, New York
10006.

A Registration Statement on Form S-4 (the "Registration Statement"), which
includes the Prospectus and the Letter of Transmittal, relating to the
Exchange Offer and the New Notes offered thereby has been filed with the
Securities and Exchange Commission but has not yet become effective. Holders
of Convertible Notes are urged to read the Registration Statement, including
the Prospectus, and the exhibits to those filings, including the Letter of
Transmittal, carefully before making any decision with respect to the Exchange
Offer because they contain important information regarding the Exchange Offer.

This press release is for informational purposes only and does not constitute
an offer to purchase, a solicitation of an offer to purchase, or an offer to
sell or solicitation of an offer to sell any securities. The Exchange Offer
may be made only pursuant to the terms and conditions of the Prospectus, the
Letter of Transmittal and the other related materials. The securities offered
in the Exchange Offer may not be sold nor may offers to buy be accepted prior
to the time the Registration Statement becomes effective.

The Registration Statement, Prospectus, the Letter of Transmittal and other
related Offer materials including the Schedule TO will be available, free of
charge, at the SEC's website (www.sec.gov), at the Company's website
(www.us-concrete.com) or by contacting U.S. Concrete, Inc. at 817-835-4111 or
email lrussell@us-concrete.com. 

About U.S. Concrete, Inc.

U.S. Concrete services the construction industry in several major markets in
the United States through its two business segments: ready-mixed concrete and
concrete-related products; and precast concrete products. As of the date of
this press release, the Company has 101 fixed and 12 portable ready-mixed
concrete plants, one precast concrete plant and seven producing aggregates
facilities. During 2011, these plant facilities produced approximately 4.3
million cubic yards of ready-mixed concrete from continuing operations and 3
million tons of aggregates. For more information on U.S. Concrete, visit
www.us-concrete.com.

The U.S. Concrete logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=17026

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release contains various forward-looking statements and information
that are based on management's beliefs, as well as assumptions made by and
information currently available to management. These forward-looking
statements speak only as of the date of this press release. U.S. Concrete
disclaims any obligation to update these statements and cautions you not to
rely unduly on them. Although U.S. Concrete believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that those expectations will prove to have been correct. These
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially, including the possibility that the
anticipated benefits from such activities, events, developments or
transactions cannot be fully realized or the possibility that costs or
difficulties related thereto will be greater than expected. Should one or more
of these risks materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those expected. Additional risks
affecting U.S. Concrete are discussed in greater detail in U.S. Concrete's
filings with the Securities and Exchange Commission; including U.S. Concrete's
Annual Report on Form 10-K for the year ended December 31, 2011 and its
subsequent filings on Form
10-Q and the Registration Statement.

CONTACT: Matt Brown, SVP & CFO
         U.S. Concrete, Inc.
         817-835-4105

U.S. Concrete logo
 
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