DEBT

12 Months Ended

Dec. 31, 2019



	December 31,
($ in millions)	2019			2018
Senior unsecured notes due 2024 and unamortized premium⁽¹⁾	$	606.8		$	608.4
Asset based revolving credit facility	—			15.0
Finance leases	67.3			71.2
Promissory notes	20.4			28.5
Debt issuance costs	(7.2		)	(9.0		)
Total debt	687.3			714.1
Less: current maturities	(32.5		)	(30.8		)
Long-term debt, net of current maturities	$	654.8		$	683.3


(1)	The effective interest rate for these notes was 6.56% as of both December 31, 2019 and December 31, 2018.

As of December 31, 2019, the principal amounts due under our debt agreements for the next five years and thereafter were as follows (in millions):



2020	$	32.5
2021	26.9
2022	16.6
2023	9.4
2024	602.3
Thereafter	—
Total	$	687.7

Senior Unsecured Notes due 2024

During 2016 and 2017, we issued $600.0 million aggregate principal amount of 6.375% senior unsecured notes due 2024 (the “2024 Notes”). The 2024 Notes are governed by an indenture (the “Indenture”) dated as of June 7, 2016, by and among U.S. Concrete, Inc., as issuer, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee. The 2024 Notes

accrue interest at a rate of 6.375% per annum, which is payable on June 1 and December 1 of each year. The 2024 Notes mature on June 1, 2024, and are redeemable at our option prior to maturity at prices specified in the Indenture. The Indenture contains negative covenants that restrict our ability and our restricted subsidiaries' ability to engage in certain transactions, as described below, and also contains customary events of default.

The Indenture contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:


•	incur additional debt or issue disqualified stock or preferred stock;


•	pay dividends or make other distributions, repurchase or redeem our stock or subordinated indebtedness or make certain investments;


•	sell assets and issue capital stock of our restricted subsidiaries;


•	incur liens;


•	allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;


•	enter into transactions with affiliates;


•	consolidate, merge or sell all or substantially all of our assets; and


•	designate our subsidiaries as unrestricted subsidiaries.

The 2024 Notes are issued by U.S. Concrete, Inc. (the “Parent”). Our obligations under the 2024 Notes are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of our restricted subsidiaries that guarantees any obligations under the Revolving Facility or that guarantees certain of our other indebtedness or certain indebtedness of our restricted subsidiaries (other than foreign restricted subsidiaries that guarantee only indebtedness incurred by another foreign subsidiary).

U.S. Concrete, Inc. does not have any independent assets or operations, and none of its foreign subsidiaries guarantee the 2024 Notes. There are no significant restrictions on the ability of the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan. For additional information regarding our guarantor and non-guarantor subsidiaries, see the information set forth in Note 21.

The 2024 Notes and the guarantees thereof are effectively subordinated to all of our and our guarantors' existing and future secured obligations, including obligations under the Revolving Facility, to the extent of the value of the collateral securing such obligations; senior in right of payment to any of our and our guarantors' future subordinated indebtedness; pari passu in right of payment with any of our and our guarantors' existing and future senior indebtedness, including our and our guarantors' obligations under the Revolving Facility; and structurally subordinated to all existing and future indebtedness and other liabilities, including preferred stock, of any non-guarantor subsidiaries.

Asset Based Revolving Credit Facility

The Company has a senior secured asset-based credit facility that provides for up to $350.0 million of revolving borrowings and up to $50.0 million for the issuance of letters of credit, with $19.7 million of undrawn standby letters of credit as of December 31, 2019 through its August 31, 2022 maturity. However, any such issuance of letters of credit will reduce the amount available for borrowings under the Revolving Facility. The Third Amended and Restated Loan and Security Agreement (“Third Loan Agreement”) is secured by a first priority lien on substantially all of the personal property of the Company and our guarantors, subject to permitted liens and certain exceptions. Our actual maximum credit availability varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves and other adjustments, as specified in the Third Loan Agreement. Loans may not exceed the borrowing base as defined in the Third Loan Agreement. At December 31, 2019, we had no amounts outstanding under the Revolving Facility, our borrowing base was $263.4 million, and we had $243.7 million of available borrowings under the Revolving Facility. The Third Loan Agreement also contains a provision for over-advances and protective advances in each case, of up to $25.0 million in excess of the borrowing base levels and provides for swingline loans, up to a $15.0 million sublimit. Loans under the Revolving Facility are in the form of either base rate loans or “LIBOR loans” denominated in U.S. dollars.

The Third Loan Agreement requires that we, upon the occurrence of certain events, maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. As of December 31, 2019, we were in compliance with all covenants under the Third Loan Agreement.

Finance Leases and Promissory Notes

We have a series of promissory notes with various lenders primarily for the purchase of mixer trucks and other machinery and equipment in an aggregate outstanding principal amount of $20.4 million as of December 31, 2019, with fixed annual interest rates ranging from 2.50% to 4.49%, payable monthly for terms ranging from three to five years.

We have leasing agreements with various other lenders for the purchase of mixer trucks and other machinery and equipment with a total remaining principal amount of $67.3 million as of December 31, 2019, with fixed annual interest rates ranging from 0.15% to 6.61%, payable monthly for terms ranging from less than one to seven years. Because the lease terms include one dollar buyout options at the end of the lease, these financings have been classified as finance leases.

The weighted average interest rate of our finance leases and promissory notes was 3.77% as of December 31, 2019 and 3.72% as of December 31, 2018.