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Vulcan Materials
2020 Annual Report

Vulcan Materials Announces The Early Results In Connection With Its Previously Announced Tender Offer

03/30/15

BIRMINGHAM, Ala., March 30, 2015 /PRNewswire/ -- Vulcan Materials Company (NYSE:VMC) (the "Company") announced today the results as of 5:00 p.m., New York City time March 27, 2015 (the "Early Tender Date") of its previously announced tender offer (the "Tender Offer") to purchase up to $200 million aggregate principal amount (the "Maximum Tender Amount") of its 7.00% Notes due 2018 (the "Notes").

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As of the Early Tender Date, $127.3 million aggregate principal amount of the Notes had been tendered and accepted for purchase.  Notes validly tendered as of the Early Tender Date and accepted for purchase in accordance with the terms of the Tender Offer will receive payment of the Total Consideration ($1,142.50) today.

The terms and conditions of the Tender Offer, which are set forth in an Offer to Purchase and the related Letter of Transmittal dated March 16, 2015 (the "Offer Documents"), remain unchanged, including the withdrawal deadline which was 5:00 p.m., New York City time, March 27, 2015.  Tendered Notes may no longer be withdrawn.  The Company is making the Tender Offer only by, and pursuant to, the terms and conditions set forth in the Offer Documents. 

The Tender Offer will expire at 11:59 p.m., New York City time, on April 10, 2015, unless extended or earlier terminated (the "Expiration Date").  Holders who validly tender their Notes after the Early Tender Date will be eligible to receive the "Tender Offer Consideration" ($1,112.50), which is the Total Consideration less the Early Tender Premium ($30.00), for each $1,000 principal amount of the Notes.  In addition to the Tender Offer Consideration, Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest from the last interest payment date to, but not including, the Expiration Date.   Payment for all Notes validly tendered after the Early Tender Date and accepted for purchase, if any, will be made promptly after the Expiration Date.

If more than the Maximum Tender Amount of Notes are validly tendered, and Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated as described in the Offer to Purchase. Only Notes validly tendered after the Early Tender Date and before the Expiration Date will be subject to possible proration. The Company reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole discretion.  The Company will return any Notes not accepted for purchase immediately after the Expiration Date.

BofA Merrill Lynch, Wells Fargo Securities, SunTrust Robinson Humphrey and US Bancorp are the joint dealer managers and Goldman, Sachs & Co. and Regions Securities LLC are the co-dealer managers for the Tender Offer.  The Tender Agent and the Information Agent is D.F. King & Co., Inc..  Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (866) 751-6309 (toll-free) or (212) 269-5550.  Questions regarding the Tender Offer should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-2113 (collect), Wells Fargo Securities at (866) 309-6316 (toll-free), SunTrust Robinson Humphrey at (404) 926-5047  (collect) or US Bancorp at (877) 558-2607 (toll-free) or (612) 336-7604 (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 to Purchase and the related Letter of Transmittal.  The Company may amend, extend or terminate the Tender Offer in its sole discretion.  The Tender Offer is not being made to holders of Notes 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, and a major producer of other construction materials.

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.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/vulcan-materials-announces-the-early-results-in-connection-with-its-previously-announced-tender-offer-300057572.html

SOURCE Vulcan Materials Company

Investor Contact: Mark Warren, (205) 298-3220, warrenm@vmcmail.com; Media Contact: David Donaldson, (205) 298-3220, donaldsond@vmcmail.com