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): March 615, 2017 (March 310, 2017)

NEW ENTERPRISE STONE & LIME CO., INC.

(Exact name of registrant as specified in charter)



DELAWARE	333-176538	23-1374051
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

3912 Brumbaugh Road

P.O. Box 77

New Enterprise, PA 16664

(Address of principal executive offices)

(814) 766-2211

(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 (see General Instruction A.2. below):

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))

Item 1.01 Entry into a Material Definitive Agreement.

On March 315, ~~2016~~2017, New Enterprise Stone & Lime Co., Inc. (the “Company”) ~~entered~~completed ~~into~~its ~~Amendment~~previously Noannounced offer and sale of $200.0 1million toaggregate ~~its~~principal ~~Amended~~amount ~~and~~of ~~Restated~~10.125% ~~Revolving~~Senior ~~Credit~~Notes ~~Agreement~~due 2022 (the “~~RCA Amendment~~Notes”)~~. Pursuant~~, pursuant to the ~~RCA~~Purchase ~~Amendment~~Agreement, atdated ~~the~~March ~~Company’s~~9, ~~election in calendar year~~ 2017, by and ~~calendar~~among ~~year 2018~~ the ~~minimum~~Company, ~~liquidity threshold for triggering~~ the ~~Fixed~~subsidiary ~~Charge~~guarantors ~~Coverage~~named ~~Ratio~~therein ~~covenant~~and ~~will~~Goldman, beSachs ~~reduced~~& ~~from $20~~Co.0 ~~million to $10.5 million for a 90 day period, commencing no earlier than March 1~~ and ~~ending~~KKR noCapital ~~later~~Markets ~~than~~LLC ~~August~~as 31initial ~~of each of the applicable fiscal years~~purchasers.

The ~~foregoing~~New ~~description~~Notes ofand the ~~RCA~~related ~~Amendment~~subsidiary isguarantees were offered and sold in the United States to qualified institutional buyers in ~~its~~an ~~entirety~~offering byexempt from registration pursuant to Rule 144A under the ~~terms~~Securities ~~thereof~~Act of 1933, aas ~~copy~~amended ~~which~~(the is"Securities ~~filed~~Act"), ~~hereto~~and asto ~~Exhibit 10~~persons outside the United States in compliance with Regulation S under the Securities Act.1 The New Notes and isthe ~~incorporated~~related ~~herein~~subsidiary byguarantees ~~reference~~have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

~~Item 2.02~~Indenture ~~Results of Operations and Financial Condition~~

OnThe Notes were issued pursuant to an indenture, dated as of March 315, 2017 (the “Indenture”), between the Company ~~made~~and ~~available~~Wells ~~certain~~Fargo ~~selected~~Bank, ~~financial~~National ~~information~~Association, ~~for~~as ~~discussion~~Trustee, ~~with~~which ~~investors~~includes a form of Note. ~~Such~~The ~~financial~~Notes ~~information~~will ispay ~~attached~~interest ~~hereto~~semiannually ason ~~Exhibits~~October ~~99.~~1 and 99April 1, commencing on October 1, 2017 at an annual rate of 10.2125%, and ~~incorporated~~will mature on April 1, 2022. The notes are unsecured and may be redeemed by ~~reference~~the ~~herein~~Company subject to the terms of the Indenture.

~~Item 7~~The Indenture contains customary covenants that limit the Company’s ability to: (i) incur or guarantee additional indebtedness; (ii) make certain restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on its assets to secure debt; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and (vii) enter into certain transactions with its affiliates.01 ~~Regulation FD~~These ~~Disclosure~~covenants are subject to several important limitations and exceptions. Additionally, upon the occurrence of specified change of control events, the Company must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

OnItem ~~March 3, 2017, the Company issued a press release announcing that it had commenced a cash tender offer for any and all of the $250~~8.001 ~~million~~Other ~~aggregate principal amount of its unsecured 11% senior notes due 2018, $46~~Events.~~5 million of which are held by the Company in treasury.~~

On March 10, 2017, the Company issued a press release announcing the completion of its previously announced cash tender offer (the “Tender Offer”) to repurchase any and all of its 11% Senior Notes due 2018 (the “Existing Notes”) having an outstanding aggregate principal amount of $203.5 (excluding $46.5 million aggregate principal amount of Existing Notes previously repurchased by the Company). The Tender Offer expired as of 5:00 p.m., New York City time, on March 10, 2017. The Company has accepted for purchase approximately $196.47 million (or approximately 96.55%) of the outstanding Existing Notes. The Company paid all holders of Existing Notes accepted for purchase in the Tender Offer $1,006.00 per $1,000 principal amount of Existing Notes tendered plus accrued and unpaid interest to, but not including, the settlement date, which was March 15, 2017. A copy of the press release is furnished as Exhibit 99.31 hereto and is incorporated herein by reference.

On March 315, 2017, the Company issued a press release announcing anthe ~~offering,~~closing ~~subject to customary conditions,~~ of ~~$200~~the ~~million~~Notes ~~aggregate principal amount of senior notes due 2022~~offering. ~~The~~A ~~Company~~copy ~~intends to use the proceeds from the offering~~ of the ~~notes,~~press ~~together~~release ~~with~~is ~~available~~furnished ~~cash~~as onExhibit ~~hand~~99.2 ~~and~~hereto ~~borrowings under its Revolving Credit Agreement to redeem, repurchase or otherwise retire the Company’s 11% senior notes due 2018, including accrued~~ and ~~unpaid~~is ~~interest~~incorporated ~~thereon~~herein ~~and~~by ~~other related fees and expenses~~reference.

AThe ~~copy~~information in Item 8.01 of this Current Report on Form 8-K, including the ~~press~~exhibits ~~release~~attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as ~~Exhibit 99~~amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.4 ~~hereto~~The ~~and~~information isin Item 8.01 of this Current Report on Form 8-K, including the exhibit, shall not be incorporated ~~herein~~by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		Amendment No. 1, dated March 3, 2017, to the Amended and Restated Revolving Credit Agreement, dated July 8, 2016, among the Company and certain of its subsidiaries as borrowers, the lenders party thereto, Wells Fargo Bank, National Association as syndication agent and PNC Bank, National Association as administrative agent
99.1		Press release of New Enterprise Stone & Lime Co., Inc., dated March 10, 2017, announcing the results of its tender offer.
99.1		New Enterprise Stone & Lime Co., Inc. Selected Financial Information
99.2		Press release of New Enterprise Stone & Lime Co., Inc., dated March 15, 2017, announcing closing of the notes offering.
99.2		Additional New Enterprise Stone & Lime Co., Inc. Selected Financial Information
99.3		Press release of New Enterprise Stone & Lime Co., Inc. dated March 3, 2017, announcing the commencement of a cash tender offer for any and all of the $203,500,000 aggregate principal amount of its 11 % senior notes due 2018
99.4		Press release of New Enterprise Stone & Lime Co., Inc. dated March 3, 2017, announcing the commencement of its offering of senior notes due 2022.

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	NEW ENTERPRISE STONE & LIME CO., INC.
	By:	/s/ Paul I. Detwiler, III
		Paul I. Detwiler, III
		Director and President, Chief Executive Officer and Secretary
Date: March 6, 2017
Date: March 15, 2017

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Amendment No. 1, dated March 3, 2017, to the Amended and Restated Revolving Credit Agreement, dated July 8, 2016, among the Company and certain of its subsidiaries as borrowers, the lenders party thereto, Wells Fargo Bank, National Association as syndication agent and PNC Bank, National Association as administrative agent
99.1		Press release of New Enterprise Stone & Lime Co., Inc., dated March 10, 2017, announcing the results of its tender offer.
99.1		New Enterprise Stone & Lime Co., Inc. Selected Financial Information
99.2		Press release of New Enterprise Stone & Lime Co., Inc., dated March 15, 2017, announcing closing of the notes offering.
99.2		Additional New Enterprise Stone & Lime Co., Inc. Selected Financial Information
99.3		Press release of New Enterprise Stone & Lime Co., Inc. dated March 3, 2017, announcing the commencement of a cash tender offer for any and all of the $203,500,000 aggregate principal amount of its 11 % senior notes due 2018
99.4		Press release of New Enterprise Stone & Lime Co., Inc. dated March 3, 2017, announcing the commencement of its offering of senior notes due 2022.

Filing Compare · New Enterprise Stone & Lime Co., Inc.