Item 1.01 Entry into a Material Definitive Agreement.

On September 10, 2020, Vulcan Materials Company ("Vulcan," "we", "our" or "us") entered into a credit agreement (the "Credit Agreement") with Truist Bank, as administrative agent (the "Administrative Agent"), and the lenders (the "Lenders") and other parties named therein. The Credit Agreement provides for a $1.0 billion unsecured revolving credit facility (the "Credit Facility"). Proceeds of the Credit Facility will be used for general corporate purposes.

The Credit Agreement contains representations, warranties, covenants and events of default customary for investment-grade credit facilities. The primary negative covenant limits our ability to incur secured debt. The financial covenant consists of a maximum debt to EBITDA ratio of 3.50 to 1.00 (with a permitted step-up to a ratio of 3.75 to 1.00 for four fiscal quarters ending after the consummation of certain material acquisitions).

Borrowings under the Credit Facility bear interest, at our option, at either (i) the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.125% to 1.875% based on our credit ratings or (ii) a base rate (which is equal to the highest of (a) the Administrative Agent's prime rate, (b) the federal funds rate plus 0.50% and (c) one-month LIBOR plus 1.00%) plus a margin ranging from 0.125% to 0.875% based on our credit ratings.

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 for which we have paid, and intend to pay, customary fees.

The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On September 10, 2020, in anticipation of entering into the Credit Agreement described in Item 1.01 above, Vulcan terminated its (i) multi-year credit agreement, dated as of December 21, 2016 with Truist Bank, successor by merger to SunTrust Bank, as administrative agent, and the several banks from time to time parties thereto as lenders, which provided for a five-year $750 million unsecured revolving credit facility and a five-year $250 million unsecured delayed draw term loan facility that were guaranteed by Vulcan's significant subsidiaries, and (ii) 364-day credit agreement, dated as of April 10, 2020, with Truist Bank, as administrative agent, and the several banks from time to time parties thereto as lenders, which provided for a 364-day $750 million unsecured delayed draw term loan facility that was guaranteed by Vulcan's significant subsidiaries.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

10.1          Credit Agreement, dated as of September 10, 2020, 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)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses