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Vulcan Materials Company
(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longer be withdrawn.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).
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