VULCAN MATERIALS COMPANY (NYSE:VMC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On December17, 2017 (the “Closing Date”), Vulcan Materials Company (the “Company”), entered into a six-month unsecured Term Loan Note (the “Term Loan Note”) with Bank of America, N.A. (“Bank of America”). As a condition to funding under the Term Loan Note, certain of the Company’s significant subsidiaries (the “Guarantors”) were required to enter into a guaranty agreement (the “Guaranty”) with Bank of America dated December21, 2017.
to the Term Loan Note, the Company is entitled, subject to the conditions set forth therein, to borrow, on or prior to December31, 2017, up to an aggregate maximum principal amount of $350,000,000 (the “Commitment”) in a single advance. The Company did not borrow any of the funds on the Closing Date.
The loan under the Term Loan Note will bear interest at a rate equal to either (i)the LIBOR Daily Floating Rate plus 1.25%, or (ii)the Eurodollar Rate plus 1.25%. Borrowings under the Term Loan Note are subject to certain conditions precedent, including the accuracy of certain representations and warranties and the absence of any default or event of default. Borrowings under the Term Loan Note will be used for general corporate purposes of the Company.
The Term Loan Note contains affirmative, negative, and financial covenants and events of default customary for investment-grade term loans. The financial covenants are: (1)a maximum debt to EBITDA ratio of 3.50:1.00 (with a permitted step-up to 3.75:1.00 for three fiscal quarters ending after the consummation of certain material acquisitions), and (2)a minimum EBITDA to interest expense ratio of 3.00:1.00.
Bank of America and its affiliates have provided, from time to time, and may continue to provide, investment banking, commercial banking, financial and other services to the Company for which the Company has paid, and intends to pay, customary fees.
A copy of the Term Loan Note and the Guaranty are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated by reference herein. The descriptions of the Term Loan Note and the Guaranty above are qualified in their entirety by reference to the full text of the Term Loan Note and the Guaranty, respectively.
The Term Loan Note and the Guaranty have been included to provide shareholders with information regarding their terms. The inclusion of such documents is not intended to provide any other factual information about the Company or its subsidiaries or affiliates. The representations, warranties and covenants contained in the Term Loan Note and the Guaranty were made solely for purposes of such documents and as of specific dates, were solely for the benefit of the parties to the Term Loan Note and the Guaranty, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidentiality disclosures made for the purposes of allocating contractual risk between the parties to the Term Loan Note and the Guaranty 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 shareholders. Shareholders are not third-party beneficiaries under the Term Loan Note or the Guaranty and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, the information concerning the subject matter of the representations and warranties may change, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 10.1 | Term Loan Note, dated December17, 2017, between Vulcan Materials Company and Bank of America, N.A. |
| 10.2 | Guaranty Agreement, dated December 21, 2017, by each of the parties identified therein as Guarantors, each other subsidiary of Vulcan Materials Company that becomes a party thereto, and Bank of America, N.A. |
Vulcan Materials CO ExhibitEX-10.1 2 d423227dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION TERM LOAN NOTE $350,…To view the full exhibit click here
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.
