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 Other Events.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
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)
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