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Vulcan Materials
2020 Annual Report

Vulcan Materials Commences Tender Offer For Up To $200 Million Principal Amount Of Its Outstanding Notes

03/16/15

BIRMINGHAM, Ala., March 16, 2015 /PRNewswire/ -- Vulcan Materials Company (NYSE: VMC) (the "Company") announced today that it has commenced a tender offer (the "Tender Offer") for up to $200 million aggregate principal amount (the "Maximum Tender Amount") of its 7.00% Notes due 2018 (the "Notes"). The terms and conditions of the Tender Offer are set forth in an Offer to Purchase for Cash (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal"), each dated March 16, 2015.

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The following table summarizes the material pricing terms of the Tender Offer:






Dollars per $1,000 Principal
Amount of Notes

Title of Security

CUSIP
Number

Aggregate
Principal
Amount
Outstanding

Maximum
Tender
Amount

Tender Offer
Consideration

Early
Tender
Premium

Total
Consideration

7.00% Notes due 2018

929160AK5

$400,000,000

$200,000,000

$1,112.50

$30.00

$1,142.50










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 and do not validly withdraw ("validly tender(ed)") their Notes at or prior to 5:00 p.m., New York City time, on March 27, 2015 (the "Early Tender Date"), and whose Notes are accepted for purchase pursuant to the Offer to Purchase, will receive, for each $1,000 principal amount of such Notes, the "Total Consideration" of $1,142.50, which includes the "Early Tender Premium" of $30.00.  Holders who validly tender their Notes after the Early Tender Date will be eligible to receive only the "Tender Offer Consideration", which is the Total Consideration less the Early Tender Premium.

In addition to the Total Consideration or Tender Offer Consideration, as applicable, 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 applicable settlement date.  Payment for all Notes validly tendered prior to the Early Tender Date and accepted for purchase will be made on the "Early Settlement Date", which will be promptly after the Early Tender Date and is anticipated to occur on or about March 30, 2015. 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. If, at the Early Tender Date, the aggregate principal amount of Notes tendered equals or exceeds the Maximum Tender Amount, we do not expect to accept for purchase any Notes tendered after the Early Tender Date. If, at the Early Tender Date, the aggregate principal amount of Notes validly tendered is less than the Maximum Tender Amount, we expect to accept for purchase all Notes validly tendered before the Early Tender Deadline, and only Notes validly tendered after the Early Tender Deadline 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.

Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 27, 2015, unless extended by the Company (the "Withdrawal Deadline"). Holders who validly tender their Notes after the Withdrawal Deadline may not withdraw their tendered Notes.

The consummation of the Tender Offer is not conditioned upon any minimum amount of Notes being tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among others, the consummation of our separately announced public offering of new debt securities (the "Notes Offering") on or prior to the Early Settlement Date, on terms and conditions satisfactory to the Company, and the Company receiving, in connection therewith, aggregate proceeds (before offering expenses) from the Notes Offering of at least $400 million

Vulcan Materials has engaged BofA Merrill Lynch, Wells Fargo Securities, SunTrust Robinson Humphrey and US Bancorp to act as the joint dealer managers and Goldman, Sachs & Co. and Regions Securities LLC as 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.

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SOURCE Vulcan Materials Company

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