SECURITIES AND EXCHANGE COMMISSION
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): November 17, 2008
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other jurisdiction
of incorporation)
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001-33841
(Commission File Number)
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20-8579133
(IRS Employer
Identification No.) |
1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)
(205) 298-3000
Registrant’s telephone number, including area code:
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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2008, Vulcan Materials Company (“Vulcan”, “we” or “us”) entered into a revolving
364-Day Credit Agreement (the “364-Day Credit Agreement”) with Bank of America, National
Association, as administrative agent (in such capacity, the “Administrative Agent”), and the other
Lenders party thereto (the “Lenders”).
The 364-Day Credit Facility is senior unsecured debt of Vulcan. The 34-Day 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 364-Day Credit Facility matures on November
16, 2009.
Proceeds of the 364-Day Credit Facility will be used (i) to refinance all indebtedness outstanding
under and replace the existing 364-Day Credit Agreement dated November 16, 2007 between Vulcan
(formerly known as Virginia Holdco, Inc.) and Bank of America, N.A., as Administrative Agent and
various other lenders thereto, and (ii) for general corporate purposes.
At Vulcan’s option, any loan under the 364-Day Credit Agreement (other than Competitive Bid Loans)
will bear interest at a rate equal to (i) LIBOR plus the Applicable Margin (defined as the
Credit Default Swap Spread, subject to minimum and maximum levels based on reference to a
ratings-based pricing grid), or (ii) the Base Rate plus the Applicable Margin. The Base
Rate for any day is equal to the highest of (i) the Bank of America prime rate for such day, (ii)
the Federal Fund Rate for such day plus .50%, and (iii) except during a Eurodollar
Unavailability Period, the one month LIBOR, in each case plus the Applicable Margin, plus
the Market Disruption Spread (defined as 1.50% per annum), if any.
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., a Lender, is a dealer with respect to our
commercial paper program. To hedge our exposure to changes in interest rates, we have from time to
time entered into transactions involving derivative instruments, such as forward starting swaps,
with Bank of America, National Association, a Lender.
The foregoing description of the 364-Day Credit Agreement is qualified in its entirety by reference
to the full text of the 364-Day Credit Agreement, which is filed herewith as Exhibit 1.1 to this
Report and is incorporated in this Report by reference.