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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/22 Vulcan Materials Co. 8-K:2,8,9 8/08/22 11:208K Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-10.1 Material Contract HTML 55K 6: R1 Document and Entity Information HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d711767d8k_htm XML 13K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- vmc-20220808_lab XML 53K 5: EX-101.PRE XBRL Presentations -- vmc-20220808_pre XML 34K 3: EX-101.SCH XBRL Schema -- vmc-20220808 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-22-215212-xbrl Zip 24K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM i 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i August 8, 2022
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
|i New Jersey||i 001-33841||i 20-8579133|
(State or other jurisdiction
i 1200 Urban Center Drive
i Birmingham, i Alabama i 35242
(Address of principal executive offices) (zip code)
i (205) i 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 obligation of the registrant under any of the following provisions:
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, $1 par value||i VMC||i New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 2.03|| |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 8, 2022, Vulcan Materials Company (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to its credit agreement, dated September 10, 2020 (as subsequently amended, the “Credit Agreement”), with Truist Bank, as administrative agent, and the lenders (collectively, the “Lenders”), and other parties named therein. The Fourth Amendment, among other things, (a) increases the revolving loan commitments from $1.0 billion to $1.6 billion, (b) extends the maturity date from September 10, 2026 to August 8, 2027, and (c) grants the Company the option to seek an amendment to incorporate environmental, social, and governance metrics into the determination of the unused fee and the borrowing spread. Proceeds of borrowings may be used for general corporate purposes, including support of the Company’s new $1.6 billion commercial paper program described in Item 8.01 below.
As of the date hereof, the net amount available for borrowing under the Credit Agreement is approximately $1.397 billion, reflecting borrowings of $125.0 million and $78.1 million used to provide support for outstanding standby letters of credit.
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 the Company for which customary fees are paid.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
|Item 8.01|| |
On August 8, 2022, the Company entered into definitive documentation to establish a $1.6 billion commercial paper program (the “CP Program”) through which the Company may issue unsecured commercial paper notes (the “CP Notes”) pursuant to the exemption from registration contained in Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the CP Program may be borrowed, repaid, and re-borrowed from time to time. The Company intends to use the net proceeds of the CP Notes for general corporate purposes.
The CP Notes will be sold under customary terms in the commercial paper market, may have maturities from one day to 397 days from the date of issue, will be issued at a discount from par or at par and bear interest rates determined at the time of issuance, and may not exceed at any one time outstanding $1.6 billion in principal amount. As of the date hereof, no CP Notes have been issued.
The CP Notes have not been and will not be registered under the Securities Act or state securities laws and 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 laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
|Item 9.01|| |
Financial Statements and Exhibits.
|10.1||Fourth Amendment to Credit Agreement, dated as of August 8, 2022, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|VULCAN MATERIALS COMPANY|
|Date: August 8, 2022||By:|
|Name:||Denson N. Franklin III|
|Title:||Senior Vice President, General Counsel|
|This ‘8-K’ Filing||Date||Other Filings|
|Filed as of:||8/9/22|
|Filed on / For Period end:||8/8/22|
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