VULCAN MATERIALS COMPANY (NYSE:VMC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May24, 2017, Vulcan Construction Materials, LLC
(Buyer), a subsidiary of Vulcan Materials Company
(Vulcan), entered into a Membership Interest Purchase
Agreement (the Purchase Agreement), with Aggregates USA
Holdings Sub, LLC (Seller), Aggregates USA, LLC (the
Company), for certain limited purposes, SPO Partners II,
L.P. (Seller Parent), and for certain limited purposes,
Vulcan, to which, subject to the satisfaction or waiver of
certain conditions, Buyer will purchase from Seller all of the
issued and outstanding equity interests of the Company (the
Transaction). The purchase price for the Transaction is
$900 million in cash, adjusted to reflect cash, indebtedness,
working capital and transaction expenses of the Company as of the
closing date.
The completion of the Transaction is subject to customary closing
conditions, including the absence of a material adverse effect on
the Company, the absence of any injunction or other legal
prohibition, accuracy of the parties representations, compliance
by the parties with covenants, and the expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The Transaction
is not subject to approval by the stockholders of Vulcan or to
any financing contingency.
The Purchase Agreement contains representations, warranties and
covenants of Buyer, Seller and the Company customary for a
transaction of this nature. The representations and warranties of
the parties do not survive the closing of the transaction, other
than certain representations regarding corporate authority,
capitalization, ownership of shares being acquired and brokers
fees (which survive indefinitely following the closing of the
transaction). The covenants of the parties to be performed prior
to the closing of the transaction shall survive for 90 days
following the closing, and the covenants to be performed after
the closing of the transaction shall survive to their terms. Both
Buyer and Seller have agreed to indemnify the other party for
losses arising from certain breaches of the Purchase Agreement
and for certain other liabilities, subject to certain
limitations.
The Seller has agreed, among other covenants, to cause the
Company and its subsidiaries to operate their businesses in the
ordinary course consistent with past practice during the period
between the execution of the Purchase Agreement and the closing
of the Transaction, and not to engage in specified types of
actions during this period unless consented to by the Buyer.
The Purchase Agreement provides Buyer, Seller and the Company
with certain termination rights, including if the closing has not
occurred on or prior to the date that is six months from the date
of the Purchase Agreement, except that this date may be extended
by Buyer, Seller or the Company for up to an additional three
months in circumstances where competition and other regulatory
approvals have not yet been obtained. A termination of the
Purchase Agreement under certain specified conditions will
entitle the Seller to receive from the Buyer a reverse
termination fee.
The Purchase Agreement provides that Vulcan will guarantee the
performance of Buyers obligations and that Seller Parent will
guarantee the performance of Sellers obligations to the Purchase
Agreement.
A copy of the Purchase Agreement is attached as Exhibit2.1 to
this current report on Form8-K and is incorporated herein by
reference. The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Purchase Agreement.
The representations and warranties and covenants set forth in the
Purchase Agreement have been made only for the purposes of the
Purchase Agreement and solely for the benefit of the parties to
the Purchase Agreement, may be subject to limitations agreed upon
by the contracting parties, including
being qualified by confidential disclosures made for the
purpose of allocating contractual risk between the parties to
the Purchase Agreement instead of establishing these matters as
facts and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
investors. In addition, such representations and warranties
were made only as of the dates specified in the Purchase
Agreement. Accordingly, the Purchase Agreement is included in
this filing only to provide investors with information
regarding the terms of the Purchase Agreement and not to
provide investors with any other factual information regarding
the parties or their respective businesses.
Item 7.01 Regulation FD Disclosure.
On May25, 2017, Vulcan issued a press release announcing the
execution of the Purchase Agreement. A copy of the press
release is attached as Exhibit99.1 and incorporated herein by
reference.
Forward Looking Statements
This Form8-K contains forward-looking statements within the
meaning of applicable federal securities laws that are based
upon our current expectations and assumptions concerning future
events, which are subject to a number of risks and
uncertainties that could cause actual results to differ
materially from those anticipated. The words expect,
anticipate, estimate, forecast, initiative, objective, plan,
goal, project, outlook, priorities, target, intend, evaluate,
pursue, commence, seek, may, would, could, should, believe,
potential, continue, or the negative of any of those words or
similar expressions is intended to identify forward-looking
statements. All statements contained in this Form8-K, other
than statements of historical fact, including without
limitation, statements about our plans, strategies, prospects
and expectations regarding future events and our financial
performance, are forward-looking statements that involve
certain risks and uncertainties. While these statements
represent our current judgment on what the future may hold, and
we believe these judgments are reasonable, these statements are
not guarantees of any events or financial results, and our
actual results may differ materially. Important factors that
could cause our actual results to be materially different from
our expectations include, among others, (i)Vulcan does not
receive or satisfy regulatory or other approvals and conditions
on a timely basis or approvals are subject to conditions that
are not anticipated, (ii)modifications to the terms of the
Transaction may be required in order to obtain or satisfy such
approvals or conditions, (iii)the risk that the Transaction
does not close or that there are changes in the anticipated
timing for closing the Transaction, (iv)business disruption
during the pendency of or following the Transaction, including
diversion of management time, (v)the risk that Vulcan is
unsuccessful in implementing its strategy and business plan,
(vi)the risk that Vulcan is unable to react to and address key
business and regulatory issues, and (vii)other risks that could
affect our results described in Item 1A, Risk Factors, of our
latest Annual Report on Form10-K for the year ended December31,
2016, which was filed with the Securities and Exchange
Commission. Accordingly, you should not place undue reliance on
the forward-looking statements contained in this Form8-K. These
forward-looking statements speak only as of the date on which
the statements were made. Vulcan undertakes no obligation to
update publicly or otherwise revise any forward-looking
statements, except where expressly required by law.
Item 9.01. Financial Statements and
Exhibits.
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ExhibitNo. |
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Description |
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2.1 |
Membership Interest Purchase Agreement, dated as of |
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99.1 |
Press Release, dated May25, 2017, issued by Vulcan |
* The schedules and exhibits to the Purchase Agreement have
been omitted to Item 601(b)(2)of Regulation S-K. Vulcan agrees
to furnish supplementally a copy of such schedules and
exhibits, or any section thereof, to the SEC upon request.
to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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VULCAN MATERIALS COMPANY |
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(Registrant) |
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Date: May25, 2017 |
By: |
/s/ Jerry F. Perkins Jr. |
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By: Jerry F. Perkins Jr. |
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Title: General Counsel and Secretary |
EXHIBITINDEX
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ExhibitNo. |
|
Description |
|
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2.1 |
Membership Interest Purchase Agreement, dated as of |
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99.1 |
Press Release, dated May25, 2017, issued by Vulcan |
* The schedules and exhibits to the Purchase Agreement have
been omitted
About VULCAN MATERIALS COMPANY (NYSE:VMC)
Vulcan Materials Company is a producer of construction aggregates (primarily crushed stone, sand and gravel) and a producer of asphalt mix and ready-mixed concrete. The Company has four segments organized around its principal product lines: Aggregates, Asphalt Mix, Concrete and Calcium. The Company operates approximately 344 aggregates facilities. The Aggregates segment produces and sells aggregates (crushed stone, sand and gravel, sand, and other aggregates) and related products and services (transportation and other). The Company has approximately 15.7 billion tons of permitted and proven or probable aggregates reserves. The Company produces and sells asphalt mix in Arizona, California, New Mexico and Texas. The Company produces and sells ready-mixed concrete in Georgia, Maryland, New Mexico, Texas, Virginia, Washington D.C. and the Bahamas. The Calcium segment consists of a Florida facility that mines, produces and sells calcium products. VULCAN MATERIALS COMPANY (NYSE:VMC) Recent Trading Information
VULCAN MATERIALS COMPANY (NYSE:VMC) closed its last trading session down -1.53 at 125.12 with 1,516,408 shares trading hands.
