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 July 2, 2021, Martin Marietta Materials, Inc. ("Martin Marietta") issued $700
million aggregate principal amount of 0.650% Senior Notes due 2023 (the "2023
Notes"), $900 million aggregate principal amount of 2.400% Senior Notes due 2031
(the "2031 Notes") and $900 million aggregate principal amount of 3.200% Senior
Notes due 2051 (the "2051 Notes" and, together with the 2023 Notes and the 2031
Notes, the "Notes") pursuant to a base indenture, dated as of May 22, 2017 (the
"Base Indenture"), as amended and supplemented from time to time, including by
the Fourth Supplemental Indenture, dated as of July 2, 2021 (the "Fourth
Supplemental Indenture" and, together with the Base Indenture, the "Indenture")
between Martin Marietta and Regions Bank, as trustee (the "Trustee"), governing
the Notes.
The 2023 Notes will mature on July 15, 2023 and will accrue interest at a rate
of 0.650% per annum. The 2031 Notes will mature on July 15, 2031 and will
accrue interest at a rate of 2.400% per annum. The 2051 Notes will mature on
July 15, 2051 and will accrue interest at a rate of 3.200% per annum. Interest
on each series of the Notes will be paid semiannually on the 15th day of January
and July, commencing January 15, 2022.
The 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 Notes are effectively subordinated to all of Martin
Marietta's existing and future secured indebtedness to the extent of the value
of the assets securing such indebtedness. The 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 2031 Notes and the 2051 Notes are expected to be used,
together with cash on hand, to pay the consideration for Martin Marietta's
previously announced acquisition of the Lehigh West Region Business (the
"Acquisition") and to pay related fees and expenses. The net proceeds of the
2023 Notes are expected to be used for general corporate purposes, which may
include funding acquisitions (including without limitation the Acquisition) or
repaying indebtedness.
Special Mandatory Redemption. If (i) the Acquisition is not consummated prior to
March 31, 2022, (ii) the securities purchase agreement in respect of the
Acquisition is terminated at any time prior to March 31, 2022 (other than as a
result of consummating the Acquisition) or (iii) Martin Marietta publicly
announces at any time prior to March 31, 2022 that it will no longer pursue the
consummation of the Acquisition, then Martin Marietta will be required to redeem
all of the outstanding 2031 Notes and 2051 Notes pursuant to a special mandatory
redemption at a redemption price equal to 101% of the aggregate principal amount
of the 2031 Notes and the 2051 Notes, respectively, plus accrued and unpaid
interest to, but excluding, the date of such special mandatory redemption. The
2023 Notes will not be subject to the special mandatory redemption.
Optional Redemption. Prior to July 2, 2022 (the "2023 Par Call Date"), Martin
Marietta may redeem the 2023 Notes, at its option, at any time in whole or from
time to time in part at a price equal to the greater of: (i) 100% of the
principal amount of the 2023 Notes to be redeemed and (ii) the sum of the
present values of the principal amount of the 2023 Notes to be redeemed and the
remaining scheduled payments of interest thereon after the date of optional
redemption (a "2023 Optional Redemption Date") through the 2023 Par Call Date
(assuming, for this purpose, that the 2023 Notes are scheduled to mature on the
2023 Par Call Date), excluding interest, if any, accrued thereon to such 2023
Optional Redemption Date, discounted to such 2023 Optional Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined in the Indenture) plus 10 basis points (or 0.100%)
plus, in each case, unpaid interest, if any, accrued thereon to, but excluding,
such 2023 Optional Redemption Date. On or after the 2023 Par Call Date and
prior to maturity, Martin Marietta may redeem the 2023 Notes at any time in
whole or from time to time in part at a price equal to 100% of the principal
amount of the 2023 Notes, at its option, to be redeemed, plus unpaid interest,
if any, accrued thereon to, but excluding, the 2023 Optional Redemption Date.
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Prior to April 15, 2031 (the "2031 Par Call Date"), Martin Marietta may redeem
the 2031 Notes, at its option, at any time in whole or from time to time in part
at a price equal to the greater of: (i) 100% of the principal amount of the
2031 Notes to be redeemed and (ii) the sum of the present values of the
principal amount of the 2031 Notes to be redeemed and the remaining scheduled
payments of interest thereon after the date of optional redemption (a "2031
Optional Redemption Date") through the 2031 Par Call Date (assuming, for this
purpose, that the 2031 Notes are scheduled to mature on the 2031 Par Call Date),
excluding interest, if any, accrued thereon to such 2031 Optional Redemption
Date, discounted to such 2031 Optional Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Indenture) plus 15 basis points (or 0.150%) plus, in
each case, unpaid interest, if any, accrued thereon to, but excluding, such 2031
Optional Redemption Date. On or after the 2031 Par Call Date and prior to
maturity, Martin Marietta may redeem the 2031 Notes at any time in whole or from
time to time in part at a price equal to 100% of the principal amount of the
2031 Notes, at its option, to be redeemed, plus unpaid interest, if any, accrued
thereon to, but excluding, the 2031 Optional Redemption Date.
Prior to January 15, 2051 (the "2051 Par Call Date"), Martin Marietta may redeem
the 2051 Notes, at its option, at any time in whole or from time to time in part
at a price equal to the greater of: (i) 100% of the principal amount of the
2051 Notes to be redeemed and (ii) the sum of the present values of the
principal amount of the 2051 Notes to be redeemed and the remaining scheduled
payments of interest thereon after the date of optional redemption (a "2051
Optional Redemption Date") through the 2051 Par Call Date (assuming, for this
purpose, that the 2051 Notes are scheduled to mature on the 2051 Par Call Date),
excluding interest, if any, accrued thereon to such 2051 Optional Redemption
Date, discounted to such 2051 Optional Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Indenture) plus 20 basis points (or 0.200%) plus, in
each case, unpaid interest, if any, accrued thereon to, but excluding, such 2051
Optional Redemption Date. On or after the 2051 Par Call Date and prior to
maturity, Martin Marietta may redeem the 2051 Notes at any time in whole or from
time to time in part at a price equal to 100% of the principal amount of the
2051 Notes, at its option, to be redeemed, plus unpaid interest, if any, accrued
thereon to, but excluding, the 2051 Optional Redemption Date.
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 Notes in full, or, with respect to the 2031 Notes and the 2051
Notes, is redeeming such Notes in full pursuant to a special mandatory
redemption, 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 Notes may declare the principal of all such outstanding Notes and
any accrued interest thereon immediately due and payable.
The 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. 333-238199), as supplemented by the prospectus supplement dated June
21, 2021, filed with the Securities and Exchange Commission under the Act.
The foregoing description of the Indenture (including the form of Notes) does
not purport to be complete and is qualified in its entirety by reference to the
. . .
Item 8.01. Other Events.
In connection with the Notes offering, copies of the legal opinions of Robinson,
Bradshaw & Hinson, P.A. and Cravath, Swaine & Moore LLP relating to the Notes
are attached hereto as Exhibits 5.1 and 5.2, respectively.
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 Fourth Supplemental Indenture, dated as of July 2, 2021, between
Martin Marietta Materials, Inc. and Regions Bank, as trustee,
governing the Notes.
4.3 Form of 0.650% Senior Notes due 2023 (contained in Exhibit 4.2).
4.4 Form of 2.400% Senior Notes due 2031 (contained in Exhibit 4.2).
4.5 Form of 3.200% Senior Notes due 2051 (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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