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