Martin Marietta Materials, Inc. (“Martin Marietta”) (NYSE:MLM)
today announced that it intends to offer $700 million aggregate
principal amount of senior notes, comprised of floating rate senior
notes due 2017 and fixed rate senior notes due 2024 (together, the
“Notes”). The Notes will be general unsecured unsubordinated
obligations of Martin Marietta.
As previously announced, on January 27, 2014, Martin Marietta,
Texas Industries, Inc. (“TXI”) (NYSE: TXI) and Project Holdings,
Inc., a wholly owned subsidiary of Martin Marietta (“Merger Sub”),
entered into an Agreement and Plan of Merger, pursuant to which
Merger Sub will merge with and into TXI (the “Merger”), with TXI
surviving the Merger as a wholly owned subsidiary of Martin
Marietta. Martin Marietta intends to use the net proceeds from the
offering of the Notes, together with cash on hand and drawings
under its trade receivables facility and/or its revolving credit
facility, to redeem, upon consummation of the Merger, all $650
million in principal amount of TXI’s outstanding 9 ¼% Senior Notes
due 2020.
If the Merger does not close, Martin Marietta will be required
to redeem all of the outstanding Notes at 101% of their principal
amount, plus accrued and unpaid interest.
The Notes will be offered in the United States only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and outside the
United States only to non-U.S. investors pursuant to Regulation S
under the Securities Act. The Notes will be offered subject to
prevailing market conditions, and there is no assurance that the
offering will be completed or, if completed, as to the terms on
which it will be completed. The Notes will not initially be
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.
About Martin Marietta Materials, Inc.
Martin Marietta is the nation’s second largest producer of
construction aggregates and a producer of magnesia-based chemicals
and dolomitic lime. For more information about Martin Marietta,
refer to its website at www.martinmarietta.com.
Cautionary Statements Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of TXI by Martin Marietta, the expected timetable for
completing the transaction, benefits and synergies of the
transaction, future opportunities for the combined company and
products and any other statements regarding Martin Marietta’s and
TXI’s future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not historical facts are “forward-looking” statements made within
the meaning of Section 21E of the Securities Exchange Act of 1934.
These statements are often, but not always, made through the use of
words or phrases such as “may”, “believe,” “anticipate,” “could”,
“should,” “intend,” “plan,” “will,” “expect(s),” “estimate(s),”
“project(s),” “forecast(s)”, “positioned,” “strategy,” “outlook”
and similar expressions. All such forward-looking statements
involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from the results expressed in the statements.
Among the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
are the following: the parties’ ability to consummate the
transaction; the conditions to the completion of the transaction,
including the receipt of approval of both Martin Marietta’s
shareholders and TXI’s stockholders; the regulatory approvals
required for the transaction not being obtained on the terms
expected or on the anticipated schedule; the parties’ ability to
meet expectations regarding the timing, completion and accounting
and tax treatments of the transaction; the possibility that the
parties may be unable to achieve expected synergies and operating
efficiencies in connection with the transaction within the expected
time-frames or at all and to successfully integrate TXI’s
operations into those of Martin Marietta; the integration of TXI’s
operations into those of Martin Marietta being more difficult,
time-consuming or costly than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) being greater than expected
following the transaction; the retention of certain key employees
of TXI being difficult; Martin Marietta’s and TXI’s ability to
adapt its services to changes in technology or the marketplace;
Martin Marietta’s and TXI’s ability to maintain and grow its
relationship with its customers; levels of construction spending in
the markets; a decline in the commercial component of the
nonresidential construction market and the subsequent impact on
construction activity; a slowdown in residential construction
recovery; unfavorable weather conditions; a widespread decline in
aggregates pricing; changes in the cost of raw materials, fuel and
energy and the availability and cost of construction equipment in
the United States; the timing and amount of federal, state and
local transportation and infrastructure funding; the ability of
states and/or other entities to finance approved projects either
with tax revenues or alternative financing structures; and changes
to and the impact of the laws, rules and regulations (including
environmental laws, rules and regulations) that regulate Martin
Marietta’s and TXI’s operations. Additional information concerning
these and other factors can be found in Martin Marietta’s and TXI’s
filings with the Securities and Exchange Commission (“SEC”),
including Martin Marietta’s and TXI’s most recent Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. These risks, as well as other risks associated with
Martin Marietta’s proposed acquisition of TXI are also more fully
discussed in the definitive joint proxy statement/prospectus that
Martin Marietta and TXI filed with the SEC on Form 424B3 and
Schedule 14A, respectively, on May 30, 2014 in connection with the
proposed acquisition. Martin Marietta and TXI assume no obligation
to update or revise publicly the information in this communication,
whether as a result of new information, future events or otherwise,
except as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed transaction between Martin
Marietta and TXI, Martin Marietta filed with the SEC a registration
statement on Form S-4 that includes a joint proxy statement of
Martin Marietta and TXI and that also constitutes a prospectus of
Martin Marietta (which registration statement was declared
effective on May 30, 2014). INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY MARTIN
MARIETTA OR TXI, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT MARTIN MARIETTA, TXI AND THE PROPOSED
TRANSACTION. The joint proxy statement/prospectus and other
documents relating to the proposed transaction can be obtained free
of charge from the SEC’s website at www.sec.gov. These documents
can also be obtained free of charge from Martin Marietta upon
written request to the Corporate Secretary at Martin Marietta
Materials, Inc., 2710 Wycliff Road, Raleigh, NC 27607, telephone
number (919) 783-4540 or from Martin Marietta’s website,
http://ir.martinmarietta.com or from TXI upon written request to
TXI at Investor Relations, Texas Industries, Inc., 1503 LBJ
Freeway, Suite 400, Dallas, Texas 75234, telephone number (972)
647-6700 or from TXI’s website,
http://investorrelations.txi.com.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or security holder. However, Martin Marietta, TXI and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction under the rules of the
SEC. Information regarding Martin Marietta’s directors and
executive officers may be found in its Annual Report for the year
ended December 31, 2013 on Form 10-K filed with the SEC on February
24, 2014 and the definitive proxy statement relating to its 2014
Annual Meeting of Shareholders filed with the SEC on April 17,
2014. Information regarding TXI’s directors and executive officers
may be found in its Annual Report for the year ended May 31, 2013
on Form 10-K filed with the SEC on July 22, 2013 and the definitive
proxy statement relating to its 2013 Annual Meeting of Shareholders
filed with the SEC on August 23, 2013. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants is also included in the joint proxy
statement/prospectus.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Martin Marietta Materials, Inc.Anne H. Lloyd,
919-783-4660Executive Vice President and Chief Financial
Officerwww.martinmarietta.com
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