Martin Marietta Materials, Inc. Announces Expiration of Registered Exchange Offers for its Floating Rate Senior Notes due 201...
December 22 2014 - 9:00AM
Business Wire
Martin Marietta Materials, Inc. (“Martin Marietta”) (NYSE:MLM)
today announced the expiration of its offers (collectively the
“exchange offers”) to exchange all of its outstanding Floating Rate
Senior Notes due 2017 (the “Original 2017 Notes”) for its Floating
Rate Senior Notes due 2017, which are registered under the
Securities Act of 1933, as amended (the “Securities Act”) (the
“Exchange 2017 Notes”), and all of its outstanding 4.250% Senior
Notes due 2024 (the “Original 2024 Notes”) and, together with the
Original 2017 Notes, the “Original Notes” for its 4.250% Senior
Notes due 2024, which are registered under the Securities Act (the
“Exchange 2024 Notes” and, together with the Exchange 2017 Notes,
the “Exchange Notes”).
The exchange offers expired at 5:00 p.m., New York City time, on
December 19, 2014. Martin Marietta has been advised that
$300,000,000 in aggregate principal amount of the Original 2017
Notes and $400,000,000 in aggregate principal amount of the
Original 2024 Notes were validly tendered and not validly withdrawn
prior to the expiration of the exchange offers, and Martin Marietta
has accepted for exchange all such Original Notes pursuant to the
exchange offers. Martin Marietta expects that settlement of the
exchange offers will occur on or about December 22, 2014.
About Martin Marietta Materials, Inc.
Martin Marietta, an American company and a member of the S&P
500 Index, is a leading supplier of aggregates and heavy building
materials, with operations spanning 32 states, Canada and the
Caribbean. Dedicated teams at Martin Marietta supply the resources
for the roads, sidewalks and foundations on which we live. Martin
Marietta’s Magnesia Specialties business provides a full range of
magnesium oxide, magnesium hydroxide and dolomitic lime products.
For more information, visit www.martinmarietta.com or
www.magnesiaspecialties.com.
Cautionary Statements Regarding Forward-Looking
Statements
Investors are cautioned that all statements in this
communication that relate to the future involve risks and
uncertainties, and are based on assumptions that Martin Marietta
believes in good faith are reasonable but which may be materially
different from actual results. Forward-looking statements give the
investor management’s expectations or forecasts of future events.
You can identify these statements by the fact that they do not
relate only to historical or current facts. These statements are
often, but not always, made through the use of words or phrases
such as “anticipate,” “expect,” “should be,” “believe,” “will”, and
other words of similar meaning in connection with future events or
future operating or financial performance. Any or all such
forward-looking statements made here and in other publications may
turn out to be wrong. Among the key factors that could cause actual
results to differ materially from the forward-looking statements in
this communication include, but are not limited to: Congress’
actions and timing surrounding federal highway funding and
uncertainty over the funding mechanism for the Highway Trust Fund;
the performance of the United States economy and the resolution and
impact of the debt ceiling and sequestration issues; widespread
decline in aggregates pricing; the cyclical nature of both cement
and ready mixed concrete, which are subject to significant changes
in supply, demand and price; the termination, capping and/or
reduction of the federal and/or state gasoline tax(es) or other
revenue related to infrastructure construction; the level and
timing of federal and state transportation funding, most
particularly in Texas, North Carolina, Iowa, Colorado and Georgia;
the ability of states and/or other entities to finance approved
projects either with tax revenues or alternative financing
structures; levels of construction spending in the markets Martin
Marietta serves; a reduction in defense spending, and the
subsequent impact on construction activity on or near military
bases; a decline in the commercial component of the nonresidential
construction market, notably office and retail space; a slowdown in
energy-related drilling activity, particularly in Texas; a slowdown
in residential construction recovery; a reduction in construction
activity and related shipments due to a decline in funding under
the domestic farm bill; unfavorable weather conditions,
particularly Atlantic Ocean hurricane activity, the late start to
spring or the early onset of winter and the impact of a drought or
excessive rainfall in the markets served by Martin Marietta; the
volatility of fuel costs, particularly diesel fuel, and the impact
on the cost of other consumables, namely steel, explosives, tires
and conveyor belts, and with respect to the Specialty Products
business, natural gas; continued increases in the cost of other
repair and supply parts; unexpected equipment failures, unscheduled
maintenance, industrial accident or other prolonged and/or
significant disruption to Martin Marietta’s cement production
facilities; increasing governmental regulation, including
environmental laws; transportation availability, notably the
availability of railcars and locomotive power to move trains to
supply the Texas, Florida and Gulf Coast markets; increased
transportation costs, including increases from higher
passed-through energy and other costs to comply with tightening
regulations as well as higher volumes of rail and water shipments;
availability of trucks and licensed drivers for transport of Martin
Marietta’s materials, particularly in areas with significant
energy-related activity, such as Texas and Colorado; availability
and cost of construction equipment in the United States; weakening
in the steel industry markets served by Martin Marietta’s dolomitic
lime products; proper functioning of Martin Marietta’s information
technology and automated operating systems to manage or support
Martin Marietta’s operations; inflation and its effect on both
production and interest costs; ability to successfully integrate
acquisitions quickly and in a cost-effective manner and achieve
anticipated profitability to maintain compliance with our credit
facility’s leverage ratio debt covenant; changes in tax laws, the
interpretation of such laws and/or administrative practices that
would increase Martin Marietta’s tax rate; violation of Martin
Marietta’s debt covenant if price and/or volumes return to previous
levels of instability; downward pressure on Martin Marietta’s
common stock price and its impact on goodwill impairment
evaluations; reduction of Martin Marietta’s credit rating to
non-investment grade resulting from strategic acquisitions or
otherwise; and other risk factors listed from time to time in
Martin Marietta’s filings with the SEC. Other factors besides those
listed here may also adversely affect Martin Marietta, and may be
material to Martin Marietta. Martin Marietta assumes no obligation
to update any such forward-looking statements.
Non-Solicitation
This communication shall not constitute an offer to exchange nor
a solicitation of an offer to exchange the Original Notes. The
exchange offers were made only pursuant to the Prospectus and the
related letter of transmittal and only to such persons and in such
jurisdictions as is permitted under applicable law.
Martin Marietta Materials, Inc.Anne H. Lloyd,
919-783-4660Executive Vice President and Chief Financial
Officerwww.martinmarietta.com
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