2014

Vulcan Materials Announces An Increase In The Tender Cap For Its Outstanding 2016 Notes And The Early Results In Connection With Its Previously Announced Tender Offer

BIRMINGHAM, Ala., Feb. 10, 2014 /PRNewswire/ -- Vulcan Materials Company (NYSE: VMC) (the "Company") announced today the early results of its previously announced tender offer (as amended by this press release, the "Tender Offer") to purchase up to $500 million 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 the Acceptance Priority Levels and Tender Caps (as amended by this press release) for each series of Securities set forth in the table below.  The Company received tenders in an aggregate principal amount of $433.4 million of the 2016 Notes, $130.1 million of the 2017 Notes and $224.9 million of the 2018 Notes.

Additionally, the Company announced today that it is increasing the Tender Cap for the 2016 Notes from $350 million to $375 million.  There has been no change in the Tender Caps for the 2017 Notes and the 2018 Notes or the Aggregate Maximum Tender Amount.

All Securities validly tendered (and not validly withdrawn) ("Validly Tendered") as of 5:00 p.m., New York City time, February 7, 2014 (the "Early Tender Date") and accepted for purchase in accordance with the terms of the Tender Offer are expected to receive payment on March 3, 2014.  Since the Tender Offer is oversubscribed with respect to the 2016 Notes and the Aggregate Maximum Tender Amount, the Company expects to accept 2016 Notes on a prorated basis up to an amount equal to the applicable Tender Cap and to accept 2017 Notes on a prorated basis so that the aggregate principal amount of the accepted Securities equals the Aggregate Maximum Tender Amount.  Since the combined aggregate principal amount of 2016 Notes and 2017 Notes Validly Tendered and expected to be accepted is equal to the Aggregate Maximum Tender Amount, no 2018 Notes will be accepted.

Pursuant to the terms of the Tender Offer, holders of additional Securities may tender such Securities until 5:00 p.m., New York City time, on February 28, 2014 (such date and time, as it may be extended, the "Expiration Date").  The Company will determine the final proration factor as soon as practicable after the Expiration Date in accordance with the procedures set forth in the Offer to Purchase, dated January 23, 2014 (the "Offer to Purchase"), and such proration factor will be applied to all Securities of such series Validly Tendered on or before the Expiration Date.

The terms and conditions of the Tender Offer are set forth in the Offer to Purchase and the related Letter of Transmittal dated January 23, 2014 (together, the "Offer Documents"), each of which are amended by this press release.  Except as described in this press release, none of the terms of the Tender Offer are being amended.

The following table summarizes the material pricing terms and results of the Tender Offer as of the Early Tender Date:






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

Aggregate Principal
Amount Tendered
as of the Early
Tender Date

6.50% Senior Notes
due 2016

929160AQ2

$500,000,000

$375,000,000

1

$1,110.00

$30.00

$1,140.00

$433,430,000

6.40% Senior Notes
due 2017

929160AF6

$350,000,000

$175,000,000

2

$1,117.50

$30.00

$1,147.50

$130,124,000

7.00% Senior Notes
due 2018

929160AK5

$400,000,000

$125,000,000

3

$1,135.00

$30.00

$1,165.00

$224,864,000

The terms and conditions of the Tender Offer are as set forth in the Offer Documents, each as amended by this press release, including the Withdrawal Deadline which was 5:00 p.m., New York City time, on February 7, 2014.  Validly Tendered Securities 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, as amended by this press release.

The Company's acceptance of any Securities 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 pending sale of the Company's cement and concrete assets located in the Florida area (the "Florida Assets Sale") without any material reduction of the consideration paid to the Company.

Wells Fargo Securities, US Bancorp and Goldman, Sachs & Co. are the joint-lead dealer managers, and BofA Merrill Lynch and SunTrust Robinson Humphrey 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 (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) 902-6941 (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 Documents.  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



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