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").

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

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