Vulcan Materials Company (NYSE:VMC) entered into an Agreement and Plan of Merger to acquire U.S. Concrete, Inc. (NasdaqGS:USCR) from Dimensional Fund Advisors L.P., The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for $1.3 billion on June 6, 2021. The transaction will be financed by cash on hand and $2.2 billion senior unsecured bridge loan secured from Truist Securities, Inc. On June 30, 2021, Vulcan Materials Company entered into a credit agreement, which provides a $1.6 billion 3-year delayed draw term loan facility that will be used to partially fund the acquisition. Post completion of the transaction, U.S. Concrete will operate as a wholly owned subsidiary of Vulcan. The agreement provides for a $50 million termination fee payable by either Vulcan or U.S Concrete as per the scenarios listed in the agreement. The U.S. Concrete employees will join Vulcan on completion of the transaction. The transaction subject to U.S. Concrete shareholder approval, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory clearance, and other customary closing conditions. U.S. Concrete and Vulcan have agreed to voluntarily provide the U.S. Department of Justice with additional time in which to review the Merger. On July 21, 2021, Vulcan, as the acquiring party, voluntarily withdrew its pre-merger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In accordance with the regulations under the HSR Act, Vulcan plans to resubmit its HSR Act filing on or before July 23, 2021, commencing a new 30-day waiting period under the HSR Act. U.S. Concrete and Vulcan continue to work cooperatively with the DOJ staff in their review of the proposed transaction. A special meeting of stockholders of U.S. Concrete, Inc. to be held via live webcast on August 16, 2021 to approve the transaction. On August 16, 2021, shareholders of U.S. Concrete approved the deal. The transaction is expected to close in the second half of 2021. The transaction is expected to be accretive to Vulcan's earnings per share in the first full year following closing.

Tim Oitzman of The Greystone Group is serving as financial advisor to Vulcan. Igor Kirman, Nelson O. Fitts, Emily D. Johnson, Andrea K. Wahlquist, Alicia C. McCarthy, Alicia C. McCarthy, Rachel B. Reisberg and Elina Tetelbaum of Wachtell, Lipton, Rosen & Katz and Bradley Arant Boult Cummings LLP are serving as legal counsel to Vulcan. Evercore and BNP Paribas Securities Corp. are serving as financial advisors and fairness opinion providers to U.S. Concrete. Steven R. Shoemate and Andrew Kaplan of Gibson, Dunn & Crutcher, LLP and Berchem Kerry of Akin Gump Strauss Hauer & Feld LLP are serving as legal counsel to U.S. Concrete. MacKenzie Partners, Inc. acted as proxy solicitor to U.S. Concrete, Inc. for a fee of approximately $25,000, plus reimbursement of out-of-pocket expenses. U.S. Concrete has agreed to pay Evercore a fee for its services in the amount of approximately $22.75 million, of which $3 million was paid upon delivery of Evercore's opinion, and the balance of which will be payable contingent upon the consummation of the merger. BNP Paribas will receive a fee from U.S. Concrete for its services which is estimated to be approximately $8.4 million, approximately $6.4 million of which will become payable only if the merger is consummated and $2 million of which BNP Paribas earned upon delivery of its opinion to the Board, regardless of whether the merger is consummated.

Vulcan Materials Company (NYSE:VMC) completed the acquisition of U.S. Concrete, Inc. (NasdaqGS:USCR) from Dimensional Fund Advisors L.P., The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on August 26, 2021. With the completion of the acquisition, U.S. Concrete's common stock has ceased trading on the NASDAQ Global Select Market.