Vulcan Infrastructure and Power Inc. entered into a privately negotiated exchange agreement on September 23, 2026, to restructure its debt obligations. Under the terms of the agreement, the Company will exchange an aggregate principal amount of $2,793,150 of its 8.50% Senior Notes due 2026 for new securities. In exchange, the Company will issue Holders an aggregate of $2,833,358 in principal amount of 10.00% Senior Notes due 2030. Additionally, the Company will grant three-year warrants to purchase an aggregate of 1,000,000 shares of its Class A common stock at an exercise price of $1.87 per share.
The transaction includes approximately $40,230 in accrued and unpaid interest on the old notes. The Company expects the closing of the Exchanges to occur on or about October 1, 2026, subject to the satisfaction of closing conditions. The Exchange Agreement includes customary representations, warranties, and covenants. Holders of the new 2030 Notes are subject to restrictions, including a limitation on acquiring additional common stock or securities that would result in beneficial ownership exceeding 4.99% of the Company's outstanding Class A common stock.
The Warrants issued in the exchange are exercisable only for cash and will be valid for three years from the issuance date. The Company has agreed to grant the Holders registration rights with respect to the Warrant Shares. The Company intends to treat the exchange as a recapitalization for U.S. federal income tax purposes, although it notes that the treatment is not free from doubt.
