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Vulcan Materials
2020 Annual Report

Vulcan Materials Announces An Increase In The Aggregate Maximum Tender Amount And The Final Results In Connection With Its Previously Announced Tender Offer

03/10/14

BIRMINGHAM, Ala., March 10, 2014 /PRNewswire/ -- Vulcan Materials Company (NYSE: VMC) (the "Company") announced today the final results of its previously announced tender offer (as amended by the early results press release dated February 10, 2014 (the "Early Results Press Release") and the press release dated March 3, 2014 (the "March 3 Press Release"), the "Tender Offer") for its 6.50% senior notes due 2016 ("2016 Notes"), 6.40% senior notes due 2017 ("2017 Notes") and 7.00% senior notes due 2018 ("2018 Notes" and, together with the 2016 Notes and the 2017 Notes, the "Securities"), subject to the Aggregate Maximum Tender Amount (as defined below), as well as the Acceptance Priority Levels and Tender Caps (as amended by the Early Results Press Release) for each series of Securities set forth in the table below.  The Company had previously received tenders in an aggregate principal amount of $433.4 million of the 2016 Notes, $130.1 million of the 2017 Notes and $224.9 million of the 2018 Notes, which had been validly tendered and not validly withdrawn ("Validly Tendered") as of 5:00 p.m., New York City time, on February 7, 2014 (the "Early Tender Date").  After the Early Tender Date, the Company received tenders in aggregate principal amount of $0.4 million of the 2016 Notes and $1.2 million of the 2017 Notes. The Company received no additional tenders of the 2018 Notes after the Early Tender Date.

Additionally, the Company announced today that it is increasing the aggregate principal amount to be purchased in the Tender Offer (the "Aggregate Maximum Tender Amount") from $500 million to $506,366,000.

All Securities Validly Tendered as of 5:00 p.m., New York City time, on March 7, 2014 (the "Expiration Date") and accepted for purchase in accordance with the terms of the Tender Offer will receive payment on March 10, 2014.  Since the Tender Offer is oversubscribed with respect to the 2016 Notes and the Aggregate Maximum Tender Amount, the Company has accepted 2016 Notes on a prorated basis up to an amount equal to the applicable Tender Cap and has accepted 2017 Notes in an amount such that, when added to the 2016 Notes accepted, the total amount of Validly Tendered Securities accepted is equal to the Aggregate Maximum Tender Amount. Since the combined aggregate principal amount of 2016 Notes and 2017 Notes Validly Tendered and accepted is equal to the Aggregate Maximum Tender Amount, no 2018 Notes were accepted.  The Company will pro rate holders of the 2016 Notes at a rate of approximately 86.6% and will accept all Validly Tendered 2017 Notes.

The terms and conditions of the Tender Offer are set forth in the Offer to Purchase and the related Letter of Transmittal dated January 23, 2014 (together, the "Offer Documents"), each of which were amended by this press release, the Early Results Press Release and the March 3 Press Release.  Except as described in this press release, the Early Results Press Release and the March 3 Press Release, none of the terms of the Tender Offer have been amended.

The following table summarizes the material pricing terms and results of the Tender Offer as of the Expiration Date:






Dollars per $1,000 Principal
Amount of Securities




Title of Security

CUSIP
Number

Aggregate
Principal
Amount
Outstanding

Tender Cap

Acceptance Priority Level

Tender Offer
Consideration

Early
Tender
Premium

Total
Consideration

Aggregate Principal Amount Tendered as of the Expiration Date


Aggregate Principal Amount Of Securities Accepted for Purchase

Percent of Amount Outstanding Tendered

6.50% Senior Notes due 2016

929160AQ2

$500,000,000

$375,000,000

1

$1,110.00

$30.00

$1,140.00

$433,827,000

$374,999,000

86.8%

6.40% Senior Notes due 2017

929160AF6

$350,000,000

$175,000,000

2

$1,117.50

$30.00

$1,147.50

$131,367,000

$131,367,000

37.5%

7.00% Senior Notes due 2018

929160AK5

$400,000,000

$125,000,000

3

$1,135.00

$30.00

$1,165.00

$224,864,000

$0

56.2%

 

Wells Fargo Securities, US Bancorp and Goldman, Sachs & Co. served as the joint-lead dealer managers, and BofA Merrill Lynch and SunTrust Robinson Humphrey served as the co-dealer managers for the Tender Offer.  D.F. King & Co., Inc. acted as the Tender Agent and the Information Agent.  Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (800) 967-5079.  Questions regarding the Tender Offer should be directed to Wells Fargo Securities, Liability Management Group at (866) 309-6316 (toll-free) or (704) 410-4760 (collect), US Bancorp, Liability Management Group at (877) 558-2607 (toll-free) or (612) 336-7604 (collect) or Goldman, Sachs & Co., Liability Management Group at (800) 828-3182 (toll-free) or (212) 902-6941 (collect).

This press release is not an offer to sell or to purchase or a solicitation to purchase or accept any securities.  The Tender Offer is being made solely pursuant to the terms of the Offer Documents.  The Company may amend, extend or terminate the Tender Offer at its sole discretion.  The Tender Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.

Vulcan Materials Company, a member of the S&P 500 Index, is the nation's largest producer of construction aggregates, a major producer of asphalt mix and concrete.

Use of Forward-Looking Statements

This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from expectations. Readers are strongly encouraged to read the full cautionary statements contained in Vulcan Materials Company filings with the SEC. Vulcan Materials Company disclaims any obligation to update or revise any forward-looking statements.

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SOURCE Vulcan Materials Company

Media Contact: David Donaldson, (205) 298-3220; Investor Contact: Mark Warren, (205) 298-3220