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
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
I wanted to gather all of my Internet of Things (IOT) blogs into a single blog (that I could later use with my University of San Francisco (USF) Big Data “MBA” course). However as I started to pull these blogs together, I realized that my IOT discussion lacked a vision; it lacked an end point towards which an organization could drive their IOT envisioning, proof of value, app dev, data engineering and data science efforts. And I think that the IOT end point is really quite simple…
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...
Is the ongoing quest for agility in the data center forcing you to evaluate how to be a part of infrastructure automation efforts? As organizations evolve toward bimodal IT operations, they are embracing new service delivery models and leveraging virtualization to increase infrastructure agility. Therefore, the network must evolve in parallel to become equally agile. Read this essential piece of Gartner research for recommendations on achieving greater agility.
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.