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longer be withdrawn.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.
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SOURCE Vulcan Materials Company