VULCAN MATERIALS COMPANY (NYSE:VMC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Indenture
On February23, 2018, Vulcan Materials Company (the “Company”) completed an offering of $350million aggregate principal amount of its 4.70% Notes due 2048 (the “Notes”). The Notes were sold in the United States to qualified institutional buyers to Rule144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to Regulation S under the Securities Act. The Company intends to use the net proceeds of the offering of the Notes for general corporate purposes (including the repayment or retirement of indebtedness).
The Notes were issued to an indenture, dated as of February23, 2018 (the “Indenture”), between the Company and Regions Bank, as trustee (the “Trustee”). The Notes will earn interest payable semi-annually on each September 1 and March 1 to registered holders of the Notes at a rate of 4.70% per annum. The Notes will mature on March1, 2048.
The Notes are general unsecured obligations of the Company and rank equally in right of payment with all of the Company’s current and future unsecured and unsubordinated debt and senior in right of payment to all of the Company’s future subordinated debt. At any time prior to the date that is six months prior to the maturity date for the Notes (the “Par Call Date”), the Company may redeem the Notes in whole or in part from time to time at the applicable redemption price. In addition, at any time on or after the Par Call Date, the Company may redeem the Notes in whole or in part, at the Company’s option, from time to time at a redemption price equal to 50% of the aggregate principal amount of such Notes being redeemed, plus any accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date.
The Indenture contains customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants.
The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The description of the Indenture and the Notes in this Current Report on Form8-K (this “Report”) is a summary and is qualified in its entirety by reference to the complete text of the Indenture, which is filed as Exhibit4.1 to this Report and incorporated herein by reference.
Registration Rights Agreement
In connection with the offering of the Notes, the Company entered into a Registration Rights Agreement, dated as of February23, 2018 (the “Registration Rights Agreement”), with Goldman Sachs& Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes (the “Initial Purchasers”).
Under the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to (i)file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement (the “Exchange Offer Registration Statement”) relating to the registered exchange offer (the “Exchange Offer”) to exchange the Notes for new registered notes with terms substantially identical in all material respects to the Notes (except that these exchange notes will not contain terms with respect to additional interest, registration rights or transfer restrictions), (ii)cause the Exchange Offer Registration Statement to be declared effective by the SEC; and (iii)cause the Exchange Offer to be completed no later than the 360th day after February23, 2018 (or if such 360th day is not a business day, the next succeeding business day). The Company has also agreed to use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and keep the exchange offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer.
Under certain circumstances, the Company has agreed to use its commercially reasonable efforts to (i)file a shelf registration statement relating to the resale of the Notes as promptly as practicable, and (ii)cause the shelf registration statement to be declared effective by the SEC as promptly as practicable. The Company has also agreed to use its commercially reasonable efforts to keep the shelf registration statement continuously effective until one year after its effective date (or such shorter period that will terminate when all the Notes covered thereby have been sold thereto).
If the Company fails to meet any of these targets, the annual interest rate on the Notes will increase by 0.25% during the 90-day period following the default, and will increase by an additional 0.25% for each subsequent 90-day period during which the default continues, up to a maximum additional interest rate of 1.00%per year.
The description of the Registration Rights Agreement in this Report is a summary and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, which is filed as Exhibit4.2 to this Report and incorporated herein by reference.
The Company has various relationships with the Initial Purchasers of the Notes. Certain of the Initial Purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In addition, certain of the Initial Purchasers or their respective affiliates have a lending relationship with the Company. These Initial Purchasers, or their respective affiliates, have received, and may in the future receive, customary fees and expenses for those services.
Item 1.01. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required to be disclosed to this Item 1.01 in connection with the matters described under Item 1.01 of this Report is incorporated herein by reference.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:
Vulcan Materials CO ExhibitEX-4.1 2 d539453dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 VULCAN MATERIALS COMPANY AND REGIONS BANK Trustee INDENTURE Dated as of February 23,…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.
