Vulcan Materials Announces The Sale Of Florida Cement And Concrete Assets For $720 Million

Vulcan Materials Announces The Sale Of Florida Cement And Concrete Assets For
                                 $720 Million

Transaction Further Sharpens Core Aggregates Focus, Increases Profitability
and Cash Flows

PR Newswire

BIRMINGHAM, Ala., Jan. 23, 2014

BIRMINGHAM, Ala., Jan. 23, 2014 /PRNewswire/ --Vulcan Materials Company
(NYSE: VMC), the nation's largest producer of construction aggregates,
announced today that it has entered into a definitive agreement to sell the
Company's cement and concrete businesses in the Florida area to Cementos Argos
for gross cash proceeds of $720 million. Vulcan is retaining all of its
aggregates operations in Florida. As part of the transaction, the Company has
entered into a supply agreement to continue to provide aggregates to the
divested concrete facilities, at market prices, for a period of 20 years. The
transaction, which is subject to regulatory approval under the
Hart-Scott-Rodino Act and customary closing conditions, is expected to close
in the first quarter of 2014.

(Logo: http://photos.prnewswire.com/prnh/20090710/CL44887LOGO)

Concurrent with this announcement, the Company is initiating a tender offer to
purchase $500 million of outstanding debt. A separate announcement released
today outlines the details of this tender offer.

In addition, the Company exercised an option in December to purchase land
containing 136 million tons of aggregates reserves in Southern California for
$117 million. The Company previously operated this quarry under a lease which
was scheduled to expire in 2017. This land purchase increases pretax earnings
by eliminating a $7 million per year lease payment and, via a deferred
like-kind exchange, allows the Company to defer approximately $37 million of
cash taxes referable to the sale of land that is part of the cement and
concrete assets transaction.

The completion of the asset sale to Cementos Argos and related restructuring
and other transaction-related expenses will result in a pretax gain of
approximately $210 million, or $1.00 per diluted share. The $500 million
reduction in long-term debt via the tender offer will reduce annual pretax
interest expense by approximately $33 million and will increase annual net
earnings by approximately $0.16 per diluted share. The Company expects to
record a one-time charge of approximately $0.37 per diluted share associated
with the premiums paid above par value and the acceleration of previously
deferred finance charges.

"Divesting these non-core cement and concrete assets, at a full and fair
valuation, allows us to further enhance our financial strength and strategic
focus as the leading aggregates producer in the fastest-growing regions and
urban markets of the United States," said Don James, Chairman and Chief
Executive Officer.

"Since announcing our asset sale plan in February 2012, we have raised more
than $1 billion in proceeds from the sale of non-core assets, including
today's transaction and the future production sale agreements announced last
year. With this capital, total debt will have been reduced by almost $800
million, including the tender offer announced today, and we will have invested
more than $240 million to acquire aggregates quarries and reserves in
California, Georgia, Texas and Virginia. We remain committed to building
shareholder value through the execution of our core aggregates strategy."

The assets being acquired by Cementos Argos are located in Florida and south
Georgia, and include Vulcan's Newberry, Florida cement plant, Tampa and Port
Manatee cement terminals and grinding facilities, 69 ready-mixed concrete
sites and 13 concrete block and building material sites. Combined, these
assets generated approximately $153 million in net sales and a loss of $1
million in EBITDA for the 9 month period ended September 30, 2013. Vulcan is
retaining its cement segment's ground calcium operations.

Reconciliation of Non-GAAP Financial Measures
Generally Accepted Accounting Principles (GAAP) does not define "Earnings
before Interest, Taxes, Depreciation and Amortization" (EBITDA). Thus, EBITDA
should not be considered as an alternative to earnings measures defined by
GAAP. We present this metric for the convenience of investment professionals
and for shareholders who need to understand the metrics we use to assess
performance. We use EBITDA to assess the operating performance of our various
business units and the consolidated company. We do not use this metric as a
measure to allocate resources. EBITDA adds back depreciation and amortization
of $27 million to an operating loss of $28 million for an EBITDA loss of $1
million for the nine month period ended September 30, 2013.

About Vulcan Materials Company
Vulcan Materials Company, a member of the S&P 500 index, is the nation's
largest producer of construction aggregates and a major producer of asphalt
mix and concrete.

About Argos
Cementos Argos S.A., member of the Dow Jones Sustainability Index, is a
Colombia-based company engaged in the production of cement, aggregates and
concrete products. The company operates cement and concrete production plants
located throughout Colombia, Central America, the Caribbean and the United
States.

Forward-Looking Statements Disclaimer
This document contains forward-looking statements. Statements that are not
historical fact, including statements about Vulcan's beliefs and expectations,
are forward-looking statements. Generally, these statements relate to future
financial performance, results of operations, business plans or strategies,
projected or anticipated revenues, expenses, earnings (including EBITDA and
other measures), dividend policy, shipment volumes, pricing, levels of capital
expenditures, intended cost reductions and cost savings, anticipated profit
improvements and/or planned divestitures and asset sales. These
forward-looking statements are sometimes identified by the use of terms and
phrases such as "believe," "should," "would," "expect," "project," "estimate,"
"anticipate," "intend," "plan," "will," "can," "may" or similar expressions
elsewhere in this document. These statements are subject to numerous risks,
uncertainties, and assumptions, including but not limited to general business
conditions, competitive factors, pricing, energy costs, and other risks and
uncertainties discussed in the reports Vulcan periodically files with the SEC.

Forward-looking statements are not guarantees of future performance and actual
results, developments, and business decisions may vary significantly from
those expressed in or implied by the forward-looking statements. The
following risks related to Vulcan's business, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: risks that Vulcan's intentions, plans and results with respect to
cost reductions, profit enhancements and asset sales, as well as streamlining
and other strategic actions adopted by Vulcan, will not be able to be realized
to the desired degree or within the desired time period and that the results
thereof will differ from those anticipated or desired; uncertainties as to the
timing and valuations that may be realized or attainable with respect to
planned asset sales; those associated with general economic and business
conditions; the timing and amount of federal, state and local funding for
infrastructure; changes in Vulcan's effective tax rate; the increasing
reliance on technology infrastructure for Vulcan's ticketing, procurement,
financial statements and other processes could adversely affect operations in
the event such infrastructure does not work as intended or experiences
technical difficulties; the impact of the state of the global economy on
Vulcan's businesses and financial condition and access to capital markets;
changes in the level of spending for private residential and private
nonresidential construction; the highly competitive nature of the construction
materials industry; the impact of future regulatory or legislative actions;
the outcome of pending legal proceedings; pricing of Vulcan's products;
weather and other natural phenomena; energy costs; costs of hydrocarbon-based
raw materials; healthcare costs; the amount of long-term debt and interest
expense incurred by Vulcan; changes in interest rates; the impact of Vulcan's
below investment grade debt rating on Vulcan's cost of capital; volatility in
pension plan asset values and liabilities which may require cash contributions
to the pension plans; the impact of environmental clean-up costs and other
liabilities relating to previously divested businesses; Vulcan's ability to
secure and permit aggregates reserves in strategically located areas; Vulcan's
ability to manage and successfully integrate acquisitions; the potential of
goodwill or long-lived asset impairment; the potential impact of future
legislation or regulations relating to climate change, greenhouse gas
emissions or the definition of minerals; and other assumptions, risks and
uncertainties detailed from time to time in the reports filed by Vulcan with
the SEC. All forward-looking statements in this communication are qualified in
their entirety by this cautionary statement. Vulcan disclaims and does not
undertake any obligation to update or revise any forward-looking statement in
this document except as required by law.

SOURCE Vulcan Materials Company

Website: http://www.vulcanmaterials.com
Contact: Investor Contact: Mark Warren, (205) 298-3220; Media Contact: David
Donaldson, (205) 298-3220
 
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