8-K
false 0001678463 0001678463 2020-09-16 2020-09-16

 

 

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): September 16, 2020

 

 

Forterra, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-37921   37-1830464

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S Employer

Identification No.)

 

511 East John Carpenter Freeway, 6th Floor, Irving, TX   75062
(Address of Principal Executive Offices)   (Zip Code)

(469) 458-7973

(Registrant’s telephone number, including area code)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   FRTA   Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

On September 16, 2020, Forterra, Inc. (the “Company”) issued a press release announcing the pricing of the previously announced offering by its largest stockholder, Forterra US Holdings, LLC, an affiliate of Lone Star Funds, of 10,000,000 shares of the Company’s common stock, par value $0.001. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press Release issued by Forterra, Inc. on September 16, 2020.
 104    Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on September 17, 2020 is formatted in Inline XBRL (included as Exhibit 101).


SIGNATURE

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.

 

Forterra, Inc.

/s/ Lori M. Browne

Lori M. Browne
Senior Vice President, General Counsel and Secretary

Date: September 17, 2020

EX-99.1

Exhibit 99.1

 

LOGO

FORTERRA ANNOUNCES PRICING OF SECONDARY OFFERING OF 10,000,000 SHARES

IRVING, TX (September 16, 2020) – Forterra, Inc. (the “Company” or “Forterra”) (NASDAQ: FRTA) announced today the pricing of the previously announced underwritten secondary offering by the Company’s largest stockholder, an affiliate of Lone Star Funds (the “Selling Stockholder”), of 10,000,000 shares of common stock of the Company, at a price of $13.50 per share (before underwriting discounts and commissions). The Selling Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock of the Company at the public offering price. The Selling Stockholder will receive all of the proceeds from the sale of shares in this offering. No shares are being sold by the Company. The offering is expected to close on September 21, 2020.

Credit Suisse, BofA Securities and Citigroup are acting as joint book-running managers and representatives of the underwriters for the offering. Deutsche Bank Securities, RBC Capital Markets and Truist Securities are acting as book-running managers for the offering.

The Company has filed a shelf registration statement (including a prospectus) on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. The registration statement was declared effective on December 27, 2019. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from:

 

Credit Suisse Securities (USA) LLC

By mail:
Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, United States

By phone: 1-800-221-1037

By e-mail: usa.prospectus@credit-suisse.com

   BofA Securities
NC1-004-03-43
200 North College Street, 3rd Floor
Charlotte, NC 28255-0001
Attention: Prospectus Department Email: dg.prospectus_requests@bofa.com
   Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue Edgewood, New York 11717
telephone: 1-866-803-9204
Deutsche Bank Securities Inc.
Attn: Prospectus Group
60 Wall Street
New York, NY 10005-2836
Email: prospectus.cpdg@db.com
   RBC Capital Markets, LLC
Atnn: Equity Syndicate
200 Vesey Street, 8th Floor
New York, NY 10281-8098
Email: equityprospectus@rbccm.com
Phone: 899-822-4089
  

Truist Securities, Inc.

Attention: Prospectus Department

3333 Peachtree Road NE, 9th floor

Atlanta, Georgia 30326

TruistSecurities.prospectus@Truist.com


This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Forterra

Forterra is a leading manufacturer of water and drainage pipe and products in the U.S. and Eastern Canada for a variety of water-related infrastructure applications, including water transmission, distribution, drainage and stormwater systems. Based in Irving, Texas, Forterra’s product breadth and scale help make it a preferred supplier for water-related pipe and products, serving a wide variety of customers, including contractors, distributors and municipalities.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

Contact Information:

Simon Chen

Vice President – Treasury and Investor Relations

469.299.9113

IR@forterrabp.com

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Sep. 16, 2020
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Entity Central Index Key 0001678463
Document Type 8-K
Document Period End Date Sep. 16, 2020
Entity Registrant Name Forterra, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-37921
Entity Tax Identification Number 37-1830464
Entity Address, Address Line One 511 East John Carpenter Freeway
Entity Address, Address Line Two 6th Floor
Entity Address, City or Town Irving
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75062
City Area Code (469)
Local Phone Number 458-7973
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Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol FRTA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false