Martin Marietta Materials, Inc. (NYSE:MLM) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Securities Purchase Agreement
On June 23, 2017, Martin Marietta Materials, Inc., a North
Carolina corporation (Martin Marietta), entered into a
Securities Purchase Agreement (the Purchase Agreement)
with (i) LG Panadero, L.P., a Delaware limited partnership, (ii)
Blue Water Panadero Investors II, LLC, a Delaware limited
liability company, (iii) Baker Aggregates Investments, LLC, a
Delaware limited liability company, (iv) certain other sellers
party thereto (collectively, the Sellers), (v) Panadero
Corp., a Delaware corporation (Panadero Corp), and (vi)
Panadero Aggregates Holdings, LLC, a Delaware limited liability
company (Panadero Aggregates; together with Panadero Corp,
the Companies). to the Purchase Agreement, Martin Marietta
will acquire 100% of the outstanding equity of the Companies, for
$1.625 billion in cash, on a cash-free, debt-free basis, subject
to customary post-closing adjustments (the Transaction).
Each partys obligation to consummate the Transaction is
conditioned upon the expiration or termination of the waiting
period (and any extension thereof) under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (HSR Act),
and other customary closing conditions. The Purchase Agreement
also contains certain termination rights, including the right of
either Martin Marietta or the Sellers to terminate the Agreement
if the closing has not occurred on or before December 29, 2017
which period may be extended by two successive periods of up to
three months each, if all conditions to closing other than those
relating to HSR Act approval have been satisfied.
The Purchase Agreement contains customary representations,
warranties and covenants, including certain customary operating
restrictions on the conduct of the business of the Companies
during the period from the execution of the Purchase Agreement to
the closing of the Transaction.
The foregoing description of the Purchase Agreement is not
complete and is qualified in its entirety by reference to the
Purchase Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K.
The Purchase Agreement attached hereto as Exhibit 2.1 and the
above description of the Purchase Agreement have been included to
provide investors with information regarding the terms of the
Purchase Agreement. It is not intended to provide any other
factual information about Martin Marietta, the Companies or their
respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Purchase Agreement were
made only for purposes of that agreement and as of specific
dates, were solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the
parties in connection with negotiating the terms of the Purchase
Agreement, including being qualified by confidential disclosures
made by each party to the other for the purposes of allocating
contractual risk between them that differ from those applicable
to investors. In addition, certain representations and warranties
may be subject to a contractual standard of materiality different
from those generally applicable to investors and may have been
used for the purpose of allocating risk between the parties
rather than establishing matters as facts. Information concerning
the subject matter of the representations, warranties and
covenants may change after the date of the Purchase Agreement,
which subsequent information may or may not be fully reflected in
public disclosures by Martin Marietta. Investors should not rely
on the representations, warranties and covenants or any
description thereof as characterizations of the actual state of
facts or condition of Martin Marietta, the Companies or any of
their respective subsidiaries, affiliates or businesses.
ITEM 8.01 OTHER EVENTS
On June 26, 2017, the Company issued a press release regarding
the Transaction. Please see the disclosure set forth under Item
1.01 of this Current Report on Form 8-K, which is incorporated by
reference into this Item 8.01. A copy of the press release is
filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Cautionary Statement Concerning Forward-Looking Statements
This report and the documents incorporated by reference herein
contain statements which, to the extent they are not
recitations of historical fact, constitute forward-looking
statements within the meaning of federal securities law.
Investors are cautioned that all forward-looking statements
involve risks and uncertainties, and are based on assumptions
that we believe in good faith are reasonable at the time the
statements are made, but which may be materially different from
actual results. Investors can identify these statements by the
fact that they do not relate only to historic or current facts.
The words may, will, could, should, anticipate, believe,
estimate, expect, forecast, intend, outlook, plan, project,
scheduled and similar expressions in connection with future
events or future operating or financial performance are
intended to identify forward-looking statements. Any or all of
Martin Mariettas forward-looking statements in this release may
turn out to be wrong.
Statements and assumptions on future revenues, income and cash
flows, performance, economic trends, the outcome of litigation,
regulatory compliance and environmental remediation cost
estimates are examples of forward-looking statements. Numerous
factors could affect our forward-looking statements and actual
performance. In addition, other risks and uncertainties not
presently known to us or that we currently consider immaterial
could affect the accuracy of our forward-looking statements.
Except as required by law, we undertake no obligation to update
any forward-looking statements in order to reflect any event or
circumstance that may arise after the date of this report.
You should consider these forward-looking statements in light
of risk factors discussed in our Annual Report on Form 10-K
for the year ended December 31, 2016, our Current Report on
Form 8-K filed on May 12, 2017 and other periodic filings
made with the SEC. All of our forward-looking statements
should be considered in light of these factors. In addition,
other risks and uncertainties not presently known to us or
that we consider immaterial could affect the accuracy of our
forward-looking statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
|
Exhibit No. |
Description |
|
|
2.1 |
Securities Purchase Agreement, dated as of June 23, 2017, by and among Martin Marietta Materials, Inc., LG Panadero, L.P., Bluewater Panadero Investors II, LLC, Baker Aggregates Investments, LLC, other sellers party thereto, Panadero Corp. and Panadero Aggregates Holdings, LLC.* |
|
|
99.1 |
Press Release dated June 26, 2017. |
*Schedules and exhibits to the Purchase Agreement have been
omitted to Item 601(b)(2) of Regulation S-K. Martin Marietta
hereby undertakes to furnish copies of any of the omitted
schedules and exhibits upon request by the Securities and
Exchange Commission.
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., |
|||
|
Date: June 26, 2017 |
By: |
/s/ Roselyn R. Bar |
|
Name: Roselyn R. Bar |
|||
| Title: Executive Vice President, General Counsel | |||
| and Corporate Secretary |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
|
2.1 |
Securities Purchase Agreement, dated as of June 23, 2017, by and among Martin Marietta Materials, Inc., LG Panadero, L.P., Bluewater Panadero Investors II, LLC, Baker Aggregates Investments, LLC, other sellers party thereto, Panadero Corp. and Panadero Aggregates Holdings, LLC.* |
|
|
99.1 |
Press Release dated June 26, 2017. |
*Schedules and exhibits to the Purchase Agreement have been
omitted
MARTIN MARIETTA MATERIALS INC ExhibitEX-2.1 2 ex2-1.htm SECURITIES PURCHASE AGREEMENT Exhibit 2.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG LG PANADERO,…To view the full exhibit click here About Martin Marietta Materials, Inc. (NYSE:MLM)
Martin Marietta Materials, Inc. is a supplier of aggregates products (crushed stone, sand and gravel) for the construction industry, used for the construction of infrastructure, non-residential, and residential projects. The Company operates through three businesses: Aggregates Business, Cement Business and Magnesia Specialties Business. The Company conducts its Aggregates business through three segments: the Mid-America Group, Southeast Group, and West Group. The Company’s Cement business operates through the Cement segment. The Company’s Magnesia Specialties segment includes its magnesia-based chemicals and dolomitic lime businesses. Its Aggregates Business is engaged in mining, processing and selling granite, limestone, sand, gravel and other aggregate products. Its Cement business is engaged in producing Portland and specialty cements. In addition, aggregates products are used for railroad ballast and in agricultural, utility and environmental applications.
