UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 31, 2011
Martin Marietta Materials, Inc.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
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| 1-12744
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56-1848578 |
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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) |
(919) 781-4550
(Registrant’s 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:
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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)) |
Item 1.01. Entry into a Material Definitive Agreement
On March 31, 2011, the Corporation entered into a Credit Agreement with JPMorgan Chase Bank, N.A.,
as Administrative Agent, Wells Fargo Bank, N.A., Branch Banking and Trust Company, SunTrust Bank,
and Bank of America, N.A., as Co-Syndication Agents, and the lenders party thereto (the “Credit
Agreement”), which provides for a $250,000,000 senior unsecured term loan (the “Term Loan
Facility”) and a $350,000,000 four-year senior unsecured revolving facility (the “Revolving
Facility”, and together with the Term Loan Facility, the “Senior Unsecured Credit Facilities”).
Borrowings under the Senior Unsecured Credit Facilities bear interest, at the Corporation’s option,
at rates based upon LIBOR or a base rate, plus, for each rate, a margin determined in accordance
with a ratings-based pricing grid. The base rate is defined as the highest of (i) JPMorgan Chase
Bank N.A.’s prime lending rate, (ii) the Federal Funds rate plus 0.5% and (iii) one-month LIBOR
plus 1%. On March 31, 2011, the Corporation borrowed $250,000,000 under the Term Loan Facility.
The Corporation is required to make annual principal payments of $5 million, with the remaining
outstanding principal, together with interest accrued thereon, due in full on March 31, 2015. The
Revolving Facility expires on March 31, 2015, with any outstanding principal amounts, together with
interest accrued thereon, due in full on that date. The Credit Agreement requires the
Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes,
depreciation, depletion and amortization (EBITDA), as defined, for the trailing twelve month period
(the “Ratio”) to not exceed 3.5x as of the end of any fiscal quarter, provided that the Corporation
may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of
180 days so long as the Corporation maintains specified ratings on its long-term unsecured debt and
the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if there are no
amounts outstanding under both the Revolving Facility and the Corporation’s accounts receivable
securitization facility, consolidated debt will be reduced for purposes of the covenant calculation
by the Corporation’s cash and cash equivalents in excess of $50,000,000, such reduction not to
exceed $200,000,000.
The Credit Agreement is filed as Exhibit 10.01 hereto and is incorporated herein by reference, and
the description of the Credit Agreement contained herein is qualified in its entirety by the terms
of the Credit Agreement.
On March 31, 2011, the Corporation entered into the Second Amendment to Account Purchase Agreement
with Wells Fargo Bank, N.A. (the “Second Amendment to Account Purchase Agreement”), which amended
its $100,000,000 secured accounts receivable credit facility (the “AR Credit Facility”). The
leverage ratio covenant of the AR Credit Facility requires the Ratio to not exceed 3.5x as of the
end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred
in connection with certain acquisitions for a period of 180 days so long as the Corporation
maintains specified ratings on its long-term unsecured debt and the Ratio calculated without such
exclusion does not exceed 3.75x. As amended, if there are no amounts outstanding under both the AR
Credit Facility and the Revolving Facility, consolidated debt will be reduced for purposes of the
covenant calculation by the Corporation’s cash and cash equivalents in excess of $50,000,000, such
reduction not to exceed $200,000,000. Additionally, as amended, purchases and settlements will be
made monthly. Finally, as amended, borrowings under the AR Credit Facility will bear interest at a
rate equal to the one-month LIBOR plus 1.35%.