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Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-174609
June 3, 2011
This pricing term sheet relates only to the securities described below and should only be read
together with the Preliminary Prospectus Supplement, subject to completion, dated May 31, 2011,
relating to these securities and supersedes the information in the Preliminary Prospectus
Supplement to the extent inconsistent with the information in the Preliminary Prospectus
Supplement. This pricing term sheet is qualified in its entirety by reference to the Preliminary
Prospectus Supplement. Other information presented in the Preliminary
Prospectus Supplement, including financial information, is deemed to
have changed to the extent affected by the changes described herein. Capitalized terms not defined herein have the meanings assigned to them in
the Preliminary Prospectus Supplement.
Vulcan Materials Company
6.5% Notes due 2016
Change in Size of Offering:
The aggregate principal amount of
notes to be issued in the offering increased from $1,000,000,000 to
$1,100,000,000. The increased amount of $100,000,000 will be used to
repay outstanding debt of the Company as described in the Preliminary
Prospectus Supplement.
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Issuer:
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Vulcan Materials Company |
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Title of Security:
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6.5% Notes due 2016 |
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Principal Amount:
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$500,000,000 |
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Coupon:
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6.5% |
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Yield to Maturity:
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6.5% |
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Benchmark Treasury:
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1.750% due 5/31/2016 |
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Spread to Benchmark Treasury:
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+488 bps |
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Price to Public:
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100% |
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Coupon Dates:
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June 1 and December 1 |
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First Coupon Date:
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December 1, 2011 |
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Trade Date:
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June 3, 2011 |
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Settlement Date:
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June 14, 2011 (T+7) |
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We expect that delivery of the notes will be made to
investors on or about June 14, 2011, which will be
the seventh business day following the date of this
pricing term sheet (such settlement being referred
to as T+7). Under Rule 15c6-1 under the Exchange
Act, trades in the secondary market are required to
settle in three business days, unless the parties to
any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes prior
to the delivery of the notes hereunder on the date
hereof or on the next three succeeding business days
will be required, by virtue of the fact that the
notes initially settle in T+7, to specify an
alternate settlement arrangement at the time of any
such trade to prevent a failed settlement. Purchasers
of the notes who wish to trade the notes prior to
their date of delivery hereunder should consult their
advisors. |
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Maturity Date:
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December 1, 2016 |
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Make Whole Call:
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At any time at a discount rate of Treasury plus 50 bps |
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Use of Proceeds:
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The net proceeds of the offering
will be used as set forth in the Preliminary Prospectus Supplement. |
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CUSIP:
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929160 AQ2 |
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ISIN:
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US929160AQ22 |
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Joint Book-Running Managers:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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Goldman, Sachs & Co. |
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SunTrust Robinson Humphrey, Inc. |
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Senior Co-Managers:
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Morgan Keegan & Company, Inc. |
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U.S. Bancorp Investments, Inc. |
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Co-Managers:
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BB&T Capital Markets, a division of Scott &
Stringfellow, LLC |
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Banco Bilbao Vizcaya Argentaria, S.A. |
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Mizuho Securities USA, Inc. |
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The Williams Capital Group, L.P. |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents incorporated by reference in the registration
statement and filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith
Incorporated toll-free at 1-800-294-1322 or Goldman, Sachs & Co. toll-free at 1-866-471-2526.
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers were automatically generated as a result of this
communication being sent via Bloomberg or another email system.
Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-174609
June 3, 2011
This pricing term sheet relates only to the securities described below and should only be read
together with the Preliminary Prospectus Supplement, subject to completion, dated May 31, 2011,
relating to these securities and supersedes the information in the Preliminary Prospectus
Supplement to the extent inconsistent with the information in the Preliminary Prospectus
Supplement. This pricing term sheet is qualified in its entirety by reference to the Preliminary
Prospectus Supplement. Other information presented in the Preliminary
Prospectus Supplement, including financial information, is deemed to
have changed to the extent affected by the changes described herein. Capitalized terms not defined herein have the meanings assigned to them in
the Preliminary Prospectus Supplement.
Vulcan Materials Company
7.5% Notes due 2021
Change in Size of Offering:
The aggregate principal amount of
notes to be issued in the offering increased from $1,000,000,000 to
$1,100,000,000. The increased amount of $100,000,000 will be used to
repay outstanding debt of the Company as described in the Preliminary
Prospectus Supplement.
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Issuer:
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Vulcan Materials Company |
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Title of Security:
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7.5% Notes due 2021 |
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Principal Amount:
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$600,000,000 |
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Coupon:
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7.5% |
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Yield to Maturity:
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7.5% |
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Benchmark Treasury:
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3.125% due 5/15/2021 |
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Spread to Benchmark Treasury:
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+449 bps |
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Price to Public:
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100% |
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Coupon Dates:
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June 15 and December 15 |
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First Coupon Date:
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December 15, 2011 |
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Trade Date:
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June 3, 2011 |
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Settlement Date:
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June 14, 2011 (T+7) |
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We expect that delivery of the notes will be made to
investors on or about June 14, 2011, which will be
the seventh business day following the date of this
pricing term sheet (such settlement being referred
to as T+7). Under Rule 15c6-1 under the Exchange
Act, trades in the secondary market are required to
settle in three business days, unless the parties to
any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes prior
to the delivery of the notes hereunder on the date
hereof or on the next three succeeding business days
will be required, by virtue of the fact that the
notes initially settle in T+7, to specify an
alternate settlement arrangement at the time of any
such trade to prevent a failed settlement. Purchasers
of the notes who wish to trade the notes prior to
their date of delivery hereunder should consult their
advisors. |
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Maturity Date:
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June 15 , 2021 |
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Make Whole Call:
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At any time at a discount rate of Treasury plus 50 bps |
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Use of Proceeds:
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The net proceeds of the offering
will be used as set forth in the Preliminary Prospectus Supplement. |
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CUSIP:
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929160 AR0 |
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ISIN:
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US929160AR05 |
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Joint Book-Running Managers:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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Goldman, Sachs & Co. |
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SunTrust Robinson Humphrey, Inc. |
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Senior Co-Managers:
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Morgan Keegan & Company, Inc. |
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|
U.S. Bancorp Investments, Inc. |
|
|
|
Co-Managers:
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BB&T Capital Markets, a division of Scott &
Stringfellow, LLC |
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|
Banco Bilbao Vizcaya Argentaria, S.A. |
|
|
Mizuho Securities USA, Inc. |
|
|
The Williams Capital Group, L.P. |
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|
|
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents incorporated by reference in the registration
statement and filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith
Incorporated toll-free at 1-800-294-1322 or Goldman, Sachs & Co. toll-free at 1-866-471-2526.
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers were automatically generated as a result of this
communication being sent via Bloomberg or another email system.