Welcome!

News Feed Item

Vulcan Materials Commences Tender Offer for up to $500 Million Principal Amount of its Outstanding Notes

BIRMINGHAM, Ala., Jan. 23, 2014 /PRNewswire/ -- Vulcan Materials Company (NYSE:VMC) (the "Company") announced today that it has commenced a tender offer (the "Tender Offer") for up to $500 million combined aggregate principal amount (the "Aggregate Maximum Tender Amount") of 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 Tender Caps with respect to each series of the Securities described below.  The terms and conditions of the Tender Offer are set forth in an Offer to Purchase for Cash dated January 23, 2014 (the "Offer to Purchase") and the related Letter of Transmittal dated January 23, 2014 (the "Letter of Transmittal"). The Tender Offer is being made in connection with the sale by the Company, announced separately today, of its cement and concrete assets located in the Florida area (the "Florida Assets Sale").

(Logo:  http://photos.prnewswire.com/prnh/20090710/CL44887LOGO )

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






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

6.50% Senior Notes due 2016

929160AQ2

$500,000,000

$350,000,000

1

$1,110.00

$30.00

$1,140.00

6.40% Senior Notes due 2017

929160AF6

$350,000,000

$175,000,000

2

$1,117.50

$30.00

$1,147.50

7.00% Senior Notes due 2018

929160AK5

$400,000,000

$125,000,000

3

$1,135.00

$30.00

$1,165.00











The Tender Offer will expire at 5:00 p.m., New York City time, on February 28, 2014, unless extended or earlier terminated (the "Expiration Date").  Holders of Securities who validly tender (and do not validly withdraw) their Securities at or prior to 5:00 p.m., New York City time, on February 7, 2014 (the "Early Tender Date") and whose Securities are accepted for purchase pursuant to the Tender Offer will receive the tender offer consideration for Securities of such series set forth in the table above (with respect to each series, the "Tender Offer Consideration"), plus the applicable early tender premium set forth for Securities of such series in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration").  Holders of Securities who validly tender their Securities after the Early Tender Date but on or prior to the Expiration Date will receive only the Tender Offer Consideration.

All Securities validly tendered and accepted pursuant to the Tender Offer will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date (as such term is defined in the Offer to Purchase).  Payment for all validly tendered Securities accepted will be made promptly after the Expiration Date.

Tendered Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on February 7, 2014, unless extended by the Company (the "Withdrawal Deadline").  Holders of Securities who tender their Securities after the Withdrawal Date may not withdraw their tendered Securities.

The amount of Securities of each series that are accepted in the Tender Offer will be determined in accordance with the acceptance priority levels specified in the table above in the column entitled "Acceptance Priority Level" (each, an "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level.  Subject to the applicable Tender Caps (as defined below) and Aggregate Maximum Tender Amount, all Securities validly tendered on or before the Expiration Date having a higher Acceptance Priority Level will be accepted before any validly tendered Securities having a lower Acceptance Priority Level are accepted.  Subject to the Aggregate Maximum Tender Amount, no more than $350,000,000 aggregate principal amount of the 2016 Notes, $175,000,000 aggregate principal amount of the 2017 Notes and $125,000,000 aggregate principal amount of the 2018 Notes will be accepted in the Tender Offer (each such aggregate principal amount, a "Tender Cap" with respect to the applicable series of Securities).

If accepting all of the validly tendered Securities of a series at a given Acceptance Priority Level would cause the applicable Tender Cap or Aggregate Maximum Tender Amount to be exceeded, then the amount of Securities of that series accepted will be prorated based on the aggregate principal amount of Securities of that series validly tendered, such that neither the applicable Tender Cap nor the Aggregate Maximum Tender Amount will be exceeded.  Any proration will be applied after the Expiration Date to all Securities of a series validly tendered and not validly withdrawn.  The Company reserves the right to increase the Aggregate Maximum Tender Amount or any of the Tender Caps without extending or reinstating withdrawal rights to holders of the Securities.

The consummation of the Tender Offer is not conditioned upon any minimum amount of Securities 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 closing of, and receipt of sale proceeds from, the Florida Assets Sale without any material reduction of the consideration paid to the Company.  The Company intends to fund the purchase of the Securities accepted in the Tender Offer with a portion of the consideration it expects to receive from closing the Florida Assets Sale.

Vulcan Materials has engaged Wells Fargo Securities, US Bancorp and Goldman, Sachs & Co. to act as the joint dealer managers and BofA Merrill Lynch and SunTrust Robinson Humphrey to act as the co-dealer managers for the Tender Offer.  The Tender Agent and the Information Agent is D.F. King & Co..  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) 902-5128 (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 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 and, until the closing of the pending Florida Assets Sale, a leading producer of cement in Florida.

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.

SOURCE Vulcan Materials Company

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Blockchain. A day doesn’t seem to go by without seeing articles and discussions about the technology. According to PwC executive Seamus Cushley, approximately $1.4B has been invested in blockchain just last year. In Gartner’s recent hype cycle for emerging technologies, blockchain is approaching the peak. It is considered by Gartner as one of the ‘Key platform-enabling technologies to track.’ While there is a lot of ‘hype vs reality’ discussions going on, there is no arguing that blockchain is b...
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
ChatOps is an emerging topic that has led to the wide availability of integrations between group chat and various other tools/platforms. Currently, HipChat is an extremely powerful collaboration platform due to the various ChatOps integrations that are available. However, DevOps automation can involve orchestration and complex workflows. In his session at @DevOpsSummit at 20th Cloud Expo, Himanshu Chhetri, CTO at Addteq, will cover practical examples and use cases such as self-provisioning infra...
Leading companies, from the Global Fortune 500 to the smallest companies, are adopting hybrid cloud as the path to business advantage. Hybrid cloud depends on cloud services and on-premises infrastructure working in unison. Successful implementations require new levels of data mobility, enabled by an automated and seamless flow across on-premises and cloud resources. In his general session at 21st Cloud Expo, Greg Tevis, an IBM Storage Software Technical Strategist and Customer Solution Architec...
The need for greater agility and scalability necessitated the digital transformation in the form of following equation: monolithic to microservices to serverless architecture (FaaS). To keep up with the cut-throat competition, the organisations need to update their technology stack to make software development their differentiating factor. Thus microservices architecture emerged as a potential method to provide development teams with greater flexibility and other advantages, such as the abili...
Nordstrom is transforming the way that they do business and the cloud is the key to enabling speed and hyper personalized customer experiences. In his session at 21st Cloud Expo, Ken Schow, VP of Engineering at Nordstrom, discussed some of the key learnings and common pitfalls of large enterprises moving to the cloud. This includes strategies around choosing a cloud provider(s), architecture, and lessons learned. In addition, he covered some of the best practices for structured team migration an...
Product connectivity goes hand and hand these days with increased use of personal data. New IoT devices are becoming more personalized than ever before. In his session at 22nd Cloud Expo | DXWorld Expo, Nicolas Fierro, CEO of MIMIR Blockchain Solutions, will discuss how in order to protect your data and privacy, IoT applications need to embrace Blockchain technology for a new level of product security never before seen - or needed.
The use of containers by developers -- and now increasingly IT operators -- has grown from infatuation to deep and abiding love. But as with any long-term affair, the honeymoon soon leads to needing to live well together ... and maybe even getting some relationship help along the way. And so it goes with container orchestration and automation solutions, which are rapidly emerging as the means to maintain the bliss between rapid container adoption and broad container use among multiple cloud host...
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across business networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost as well as advance trade. Are you curious about how Blockchain is built for business? In her session at 21st Cloud Expo, René Bostic, Technical VP of the IBM Cloud Unit in North America, discussed the b...
In his general session at 21st Cloud Expo, Greg Dumas, Calligo’s Vice President and G.M. of US operations, discussed the new Global Data Protection Regulation and how Calligo can help business stay compliant in digitally globalized world. Greg Dumas is Calligo's Vice President and G.M. of US operations. Calligo is an established service provider that provides an innovative platform for trusted cloud solutions. Calligo’s customers are typically most concerned about GDPR compliance, application p...
Imagine if you will, a retail floor so densely packed with sensors that they can pick up the movements of insects scurrying across a store aisle. Or a component of a piece of factory equipment so well-instrumented that its digital twin provides resolution down to the micrometer.
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life settle...
The cloud era has reached the stage where it is no longer a question of whether a company should migrate, but when. Enterprises have embraced the outsourcing of where their various applications are stored and who manages them, saving significant investment along the way. Plus, the cloud has become a defining competitive edge. Companies that fail to successfully adapt risk failure. The media, of course, continues to extol the virtues of the cloud, including how easy it is to get there. Migrating...
No hype cycles or predictions of a gazillion things here. IoT is here. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, an Associate Partner of Analytics, IoT & Cybersecurity at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He also discussed the evaluation of communication standards and IoT messaging protocols, data...