MARTIN MARIETTA MATERIALS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Senior Notes will mature on
The Senior Notes are Martin Marietta's senior unsecured obligations and rank equally in right of payment with all of its existing and future senior indebtedness and will rank senior in right of payment to all of its future subordinated indebtedness. The Senior Notes are effectively subordinated to all of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Senior Notes are not guaranteed by any of Martin Marietta's subsidiaries and are structurally subordinated to all of the existing and future indebtedness and other liabilities (including trade accounts payable) and preferred equity of Martin Marietta's subsidiaries.
The net proceeds of the offering are expected to be used for general corporate
purposes, which will include, among other uses, repayment at maturity of
approximately
Optional Redemption. Prior to
Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined in the Indenture) occurs, unless Martin Marietta has exercised its right to redeem the Senior Notes in full, Martin Marietta will be required to offer to repurchase all of the outstanding Notes at a repurchase price equal to 101% of their principal amount, plus unpaid interest, if any, accrued thereon to, but excluding, the date of repurchase.
Other Covenants. The Indenture contains covenants that restrict Martin Marietta's ability, with certain exceptions, to (i) incur debt secured by liens, (ii) engage in sale and leaseback transactions and (iii) merge or consolidate with or into, or transfer all or substantially all of the assets of Martin Marietta and its subsidiaries, taken as a whole, to, another entity. These covenants are subject to a number of important exceptions and qualifications, as described in the Indenture.
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Events of Default. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include non-payment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes may declare the principal of all such outstanding Senior Notes and any accrued interest thereon immediately due and payable.
The Senior Notes have been registered under the Securities Act of 1933, as
amended (the "Act"), pursuant to an effective shelf registration statement on
Form S-3ASR (File No. 333-217991), as supplemented by the prospectus supplement
dated
The foregoing description of the Indenture (including the form of Senior Notes) does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Third Supplemental Indenture (including the form of Senior Notes), which are attached hereto as Exhibits 4.1, 4.2 and 4.3 and incorporated by reference herein.
Item 8.01. Other Events.
In connection with the Senior Notes offering, copies of the legal opinions of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture, dated as of May 22, 2017 , between Martin Marietta
Materials, Inc. and Regions Bank , as trustee (incorporated by
reference to Exhibit 4.1 of Martin Marietta's Current Report on Form
8-K, filed on May 22, 2017 ).
4.2 Third Supplemental Indenture, dated as of March 16, 2020 , between
Martin Marietta Materials, Inc. and Regions Bank , as trustee,
governing the Senior Notes.
4.3 Form of 2.500% Senior Notes due 2030 (contained in Exhibit 4.2).
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A .
5.2 Opinion of Cravath, Swaine & Moore LLP .
23.1 Consent of Robinson, Bradshaw & Hinson, P.A . (contained in Exhibit
5.1).
23.2 Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 5.2).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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