Current Report Filing (8-k)
May 19 2017 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2017 (May 17, 2017)
MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)
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North Carolina
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1-12744
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56-1848578
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2710 Wycliff Road, Raleigh, North Carolina
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27607
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(Address of principal executive offices)
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(Zip Code)
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(919) 781-4550
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 2020 (the Floating Rate
Notes) and $300 million aggregate principal amount of Senior Notes due 2027 (the Fixed Rate Notes and, together with the Floating Rate Notes, the Senior Notes), on May 17, 2017, Martin Marietta Materials, Inc.
(Martin Marietta or the Company) entered into an underwriting agreement (the Underwriting Agreement), with Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several
underwriters named therein (the Underwriters), pursuant 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 7.01. 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 Mariettas press release dated March 17, 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 9.01. Financial Statements and Exhibits.
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(d)
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Exhibit No.
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Exhibit
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1.1
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Underwriting Agreement, dated as of May 17, 2017, among Martin Marietta Materials, Inc. and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
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99.1
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Press release announcing pricing terms of debt offering dated May 17, 2017.
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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.
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MARTIN MARIETTA MATERIALS, INC.
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By:
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/s/ Anne H. Lloyd
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Name:
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Anne H. Lloyd
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Title:
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Executive Vice President and Chief Financial Officer
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Date: May 18, 2017
EXHIBIT INDEX
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Exhibit No.
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Exhibit
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1.1
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Underwriting Agreement, dated as of May 17, 2017, among Martin Marietta Materials, Inc. and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
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99.1
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Press release announcing pricing terms of debt offering dated May 17, 2017.
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