MARTIN MARIETTA MATERIALS, INC. (NYSE:MLM) Files An 8-K Entry into a Material Definitive Agreement

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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.

In connection with the issuance of $300 million aggregate principal amount of Floating Rate Senior Notes due 2019 (the “Floating Rate Notes”), $500 million aggregate principal amount of 3.500% Senior Notes due 2027 (the “2027 Fixed Rate Notes”) and $600 million aggregate principal amount of 4.250% Senior Notes due 2047 (the “2047 Fixed Rate Notes” and, together with the 2027 Fixed Rate Notes and the Floating Rate Notes, the “Senior Notes”), on December 6, 2017, Martin Marietta Materials, Inc. (“Martin Marietta” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), to which the Underwriters agreed to purchase the Senior Notes from the Company.The Underwriting Agreement contains the terms and conditions of the offering and sale of the Senior Notes, indemnification and contribution obligations and other customary terms and conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

Item 1.01. Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information and the attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.Martin Marietta disclaims any intention or obligation to update or revise this information.

Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of Martin Marietta’s press release dated December 7, 2017, announcing the pricing of its Senior Notes.

This current report does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Senior Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 1.01. Financial Statements and Exhibits.


MARTIN MARIETTA MATERIALS INC Exhibit
EX-1.1 2 d507985dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION MARTIN MARIETTA MATERIALS,…
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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.