Martin Marietta Materials Enters Definitive Agreement

TL;DR

MLM signed a new deal, could mean big financial moves.

AI Summary

On November 4, 2024, Martin Marietta Materials, Inc. entered into a material definitive agreement. The company also became subject to a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the agreement and financial obligations were not provided in this initial filing.

Why It Matters

This filing indicates a significant new agreement or financial commitment for Martin Marietta Materials, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, which inherently carry some level of risk until more details are disclosed.

Key Players & Entities

• Martin Marietta Materials, Inc. (company) — Registrant
• November 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $750 million — erials, Inc. ("Martin Marietta") issued $750 million aggregate principal amount of 5.150% Se

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex4-2.htm (EX-4.2) — 253KB
• ex5-1.htm (EX-5) — 12KB
• ex5-2.htm (EX-5.2) — 11KB
• csm_letterhead.jpg (GRAPHIC) — 4KB
• image00002.jpg (GRAPHIC) — 6KB
• image00003.jpg (GRAPHIC) — 11KB
• image00004.jpg (GRAPHIC) — 10KB
• image00005.jpg (GRAPHIC) — 11KB
• image00006.jpg (GRAPHIC) — 5KB
• 0000950157-24-001472.txt ( ) — 570KB
• mlm-20241104.xsd (EX-101.SCH) — 4KB
• mlm-20241104_lab.xml (EX-101.LAB) — 21KB
• mlm-20241104_pre.xml (EX-101.PRE) — 16KB
• form8-k_htm.xml (XML) — 4KB

01

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.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 4, 2024, Martin Marietta Materials, Inc. ("Martin Marietta") issued $750 million aggregate principal amount of 5.150% Senior Notes due 2034 (the "2034 Notes") and $750 million aggregate principal amount of 5.500% Senior Notes due 2054 (the "2054 Notes" and, together with the 2034 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 Fifth Supplemental Indenture, dated as of November 4, 2024 (the "Fifth Supplemental Indenture" and, together with the Base Indenture, the "Indenture") between Martin Marietta and Regions Bank, as trustee (the "Trustee"), governing the Notes. The 2034 Notes will mature on December 1, 2034 and will accrue interest at a rate of 5.150% per annum. The 2054 Notes will mature on December 1, 2054 and will accrue interest at a rate of 5.500% per annum. Interest on each series of the Notes will be paid semiannually on the 1st day of June and December, commencing June 1, 2025. 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. A portion of the net proceeds of the Notes were used for the repayment of all borrowings outstanding under Martin Marietta's revolving credit facility and

01

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.

Financial Statements and Exhibits

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 Fifth Supplemental Indenture, dated as of November 4, 2024, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Notes. 4.3 Form of 5.150% Senior Notes due 2034 (contained in Exhibit 4.2 ). 4.4 Form of 5.500% Senior Notes due 2054 (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). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARTIN MARIETTA MATERIALS, INC. By: /s/ Roselyn R. Bar Name: Roselyn R. Bar Title: Executive Vice President, General Counsel and Corporate Secretary Date: November 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR