Item 1.01. Entry into a Material Definitive Agreement
On December 21, 2021, Martin Marietta Materials, Inc. (the "Corporation")
entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as
Administrative Agent and an Issuing Lender, Deutsche Bank AG New York Branch,
PNC Bank, National Association, Truist Bank, and Wells Fargo Bank, National
Association, as Syndication Agents, and the lenders and issuing lenders party
thereto (the "Credit Agreement"), which provides for an $800,000,000 five-year
senior unsecured revolving facility (the "Revolving Facility"). Borrowings under
the Revolving Facility 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 Corporation may, subject to
certain conditions, increase the total amount available under the Revolving
Facility to $1,050,000,000. The Revolving Facility replaces the Corporation's
existing Credit Agreement, dated as of December 5, 2016, with JPMorgan Chase
Bank, N.A., as Administrative Agent and Issuing Lender, Wells Fargo Bank, N.A.,
Branch Banking and Trust Company, SunTrust Bank and Deutsche Bank Securities
Inc., as Co-Syndication Agents, and the lenders and issuing lenders party
thereto (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the "Existing Credit Agreement). The Existing
Credit Agreement had provided for a revolving facility, under which no
borrowings were outstanding prior to entering into the Revolving Facility. The
Revolving Facility expires on December 21, 2026, 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 four quarters so long as the Ratio
calculated without such exclusion does not exceed 4.00x. 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 calculation of the Ratio by the
Corporation's cash and cash equivalents, such reduction not to exceed
$500,000,000.
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.
Item 1.02. Termination of a Material Definitive Agreement
The information required by Item 1.02 is included under Item 1.01 "Entry into a
Material Definitive Agreement" and that information is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information required by Item 2.03 is included under Item 1.01 "Entry into a
Material Definitive Agreement" and that information is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.01 $800,000,000 Credit Agreement dated as of December 21, 2021, among
Martin Marietta Materials, Inc., JPMorgan Chase Bank, N.A., as
Administrative Agent and an Issuing Lender, and Deutsche Bank AG New York
Branch, PNC Bank, National Association, Truist Bank, and Wells Fargo Bank,
National Association, as Syndication Agents, and the Lenders and Issuing
Lenders party thereto.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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