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EX-1.1 - Vulcan Materials CO | v190404_ex1-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 7, 2010
VULCAN
MATERIALS COMPANY
(Exact
name of registrant as specified in its charter)
New
Jersey
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001-33841
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20-8579133
|
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(State
or other jurisdiction
|
(Commission
File Number)
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(IRS
Employer Identification No.)
|
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of
incorporation)
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1200
Urban Center Drive
Birmingham,
Alabama 35242
(Address
of principal executive offices) (zip code)
(205)
298-3000
Registrant's
telephone number, including area code:
Not
Applicable
(Former
name or former address if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On July
7, 2010, Vulcan Materials Company (“Vulcan”, “we” or “us”) entered into a $450
million Term Loan Credit Agreement (the “Term Credit Agreement”) with Suntrust
Bank, as administrative agent (in such capacity, the “Administrative Agent”),
and the Lenders (the “Lenders”) and other parties thereto.
The Term
Credit Facility is senior unsecured debt of Vulcan. The Term Credit Agreement
contains customary representations, affirmative and negative covenants
(including limitations on liens, and a maximum consolidated debt to total
capitalization ratio of 0.65 to 1.00) and events of default usual for credit
facilities of the type. The Term Credit Facility matures on July 7,
2015.
Proceeds
of the Term Credit Facility will be used to pay down our outstanding
commercial paper and for general corporate purposes.
The loans
under the Term Credit Facility bear interest at a rate equal to the Eurodollar
Rate plus a margin determined by reference to a ratings-based pricing grid, or
the base rate at the option of Vulcan (which is defined as the highest of the
SunTrust prime rate, the Federal funds rate plus 0.50% and the one-month
Eurodollar Rate determined on a daily basis plus 1.00%). Assuming a BBB/Baa2
equivalent credit rating level, the applicable rate under the Term Credit
Facility will be the Eurodollar Rate plus 2.00%.
Certain
of the Lenders and their affiliates have provided, from time to time, and may
continue to provide, investment banking, commercial banking, financial and other
services to us, including letters of credit, depository and account processing
services, for which we have paid and intend to pay customary fees, and our
pension fund also invests in funds managed by the Lenders or affiliates of the
Lenders. Certain of the Lenders were parties to our prior credit agreements.
Banc of America Securities LLC, an affiliate of Bank of America, N.A., SunTrust
Robinson Humphrey and Goldman, Sachs & Co., each a Lender, are dealers with
respect to our commercial paper program.
The
foregoing description of the Term Credit Agreement is qualified in its entirety
by reference to the full text of the Term Credit Agreement, which is filed
herewith as Exhibit 1.1 to this Report and is incorporated in this Report by
reference.
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Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits
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The following exhibit to the
Registration Statement is being filed with this report:
Exhibit
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Number
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Description
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1.1
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Term
Loan Credit Agreement dated July 7, 2010 among Vulcan Materials Company,
and SunTrust Bank, as Administrative Agent, and the Lenders and other
parties named
therein.
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Page 3 of
4
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant had duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Vulcan
Materials Company
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Date:
July 12, 2010
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By:
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/s/ Robert A. Wason IV
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Robert
A. Wason IV
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