Vulcan Materials Commences Tender Offer for Up to $275 Million Principal Amount of its Outstanding Notes

BIRMINGHAM, Ala., May 31, 2011 /PRNewswire/ -- Vulcan Materials Company (NYSE:VMC) announced today that it has commenced a tender offer (the "Tender Offer") for up to $275 million aggregate principal amount of its 5.60% senior notes due 2012 and 6.30% senior notes due 2013 (together, the "Notes").  The terms and conditions of the tender offer are set forth in an Offer to Purchase and the related Letter of Transmittal dated May 31, 2011.

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

The Tender Offer will expire at 11:59 p.m., New York City time, on June 27, 2011, unless extended or earlier terminated (the "Expiration Date").  The consideration for each $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the applicable consideration for such series of Notes set forth in the table above (with respect to each series, the "Tender Offer Consideration").  Holders of Notes who validly tender (and do not withdraw) their Notes at or prior to 5:00 p.m., New York City time, on June 13, 2011 (the "Early Tender Date") and whose Notes are accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration for such series, plus the applicable early tender premium set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration").  Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the applicable Early Tender Premium.

All Notes validly tendered and accepted for purchase 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 applicable settlement date (as such term is defined in the Offer to Purchase).  Upon satisfaction or waiver of the conditions to the offer, which the Company intends to be promptly following the Early Tender Date, the Company intends to accept for purchase (subject to proration), Notes tendered prior to the Early Tender Date. The Company expects this date to be June 14, 2011.

Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on June 13, 2011, unless extended by the Company (the "Withdrawal Deadline").  Holders of Notes who tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, 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 Company receiving funds from an underwritten public offering of new debt securities sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company and pay all fees and expenses in connection with the underwritten offering and the Tender Offer.

The Company announced separately that it intends to offer, subject to market and other conditions, $1.0 billion in aggregate principal amount of senior unsecured notes due 2016 and senior unsecured notes due 2021.  The Company intends to fund the purchase of the notes accepted in the Tender Offer with a portion of the proceeds of the issuance of the senior unsecured notes.

Vulcan Materials has engaged BofA Merrill Lynch, Goldman, Sachs & Co. and SunTrust Robinson Humphrey to act as the joint dealer managers, and Morgan Keegan and US Bancorp to act as the co-dealer managers for the tender offer.  The Depositary 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) 859-8509.  Questions regarding the Tender Offer should be directed to BofA Merrill Lynch, Debt Advisory Services at (888) 292-0070 (toll-free) or (980) 388-9217 (collect), Goldman, Sachs & Co., Liability Management Group at (800) 828-3182 (toll-free) or (212) 902-5128 (collect) and SunTrust Robinson Humphrey, Liability Management Group at (404) 926-5051.  

This press release is not an offer to sell or to purchase or a solicitation to purchase or accept any securities or tender offer, which may only be made 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.  This 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, a major producer of asphalt mix and concrete and 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