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)

 

             April 18, 2014

Martin Marietta Materials, Inc.

 

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

 

(State or Other Jurisdiction of Incorporation)

 

1-12744   56-1848578
(Commission File Number)   (IRS Employer Identification No.)

 

2710 Wycliff Road, Raleigh, North Carolina

  27607

            (Address of Principal Executive Offices)

  (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:

 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨

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 April 18, 2014, the Corporation and its wholly-owned subsidiary, Martin Marietta Funding LLC (“MM Funding”), entered into the Second Amendment to its Credit and Security Agreement with SunTrust Bank dated as of April 19, 2013. The Credit and Security Agreement was extended and, as amended, is scheduled to terminate on September 30, 2014, but may be further extended by agreement of the Corporation, MM Funding, SunTrust, and other lenders, if any.

The Credit and Security Agreement is a $150,000,000 trade receivables securitization facility backed by trade receivables originated by the Corporation or by certain of its subsidiaries and acquired by the Corporation, which the Corporation then sells or contributes to MM Funding. MM Funding’s borrowings bear interest at one-month LIBOR plus 0.60%, subject to change in the event that this rate no longer reflects the lender’s cost of lending. MM Funding has the right to increase the amount of the facility by up to an additional $100,000,000 in increments of no less than $25,000,000, subject to receipt of lender commitments for the increased amount.

The Credit and Security Agreement includes cross-default provisions related to the Corporation’s $350,000,000 revolving credit agreement and $250,000,000 term loan.

The Second Amendment to Credit and Security Agreement is filed as an exhibit hereto and is incorporated herein by reference, and the description of the Second Amendment to Credit and Security Agreement contained herein is qualified in its entirety by the terms of this agreement.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

 

10.01

  

Second Amendment to Credit and Security Agreement, dated as of April 18, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders.


SIGNATURES

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.

 

   

             MARTIN MARIETTA MATERIALS, INC.

 

                                         (Registrant)

Date:    April 24, 2014

       By :               /s/ Anne H. Lloyd                        
      

Anne H. Lloyd,

 

            Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.01

  

Second Amendment to Credit and Security Agreement, dated as of April 18, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and SunTrust Bank, as lender together with the other lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders.

 

EXHIBIT 10.01

S ECOND A MENDMENT TO C REDIT AND S ECURITY A GREEMENT

This Second Amendment to Credit and Security Agreement (herein, the “Amendment” ) is entered into as of April 18, 2014, among Martin Marietta Funding LLC, a Delaware limited liability company ( “Borrower” ), Martin Marietta Materials, Inc., a North Carolina corporation, as initial Servicer (the “Servicer” ), each commercial paper conduit and financial institution from time to time a party to the Credit and Security Agreement (as defined below) as lenders (the “Lenders” ), and SunTrust Bank, a Georgia banking corporation, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent” ).

P RELIMINARY S TATEMENTS

A. The Borrower, the Servicer, the Lenders and the Administrative Agent entered into a certain Credit and Security Agreement, dated as of April 19, 2013 (the Credit and Security Agreement, as the same has been amended prior to the date hereof, being referred to herein as the “ Credit and Security Agreement ”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit and Security Agreement.

B. The Borrower has requested that the Lenders agree to extend Facility Termination Date and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.

N OW , T HEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

S ECTION  1. A MENDMENT .

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit and Security Agreement shall be and hereby is amended by amending and restating the defined term “ Facility Termination Date ” appearing in Exhibit I of the Credit and Security Agreement and as so amended and restated shall read as follows:

Facility Termination Date ” means the earlier of (i) September 30, 2014, and (ii) the Amortization Date.

S ECTION  2. C ONDITIONS P RECEDENT .

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

2.1. The Borrower, the Servicer, the Lenders and the Administrative Agent shall have executed and delivered this Amendment.


2.2. Such other documents and instruments incident to the execution and delivery of this Amendment, in a form reasonably satisfactory to the Administrative Agent and its counsel, as may be reasonably requested by the Administrative Agent.

S ECTION  3. R EPRESENTATIONS .

In order to induce the Lenders to execute and deliver this Amendment, each of the Borrower and the Servicer hereby represent to the Lenders that as of the date hereof (a) the representations and warranties set forth in Article III of the Credit and Security Agreement are and shall be and remain true and correct in all material respects (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date) and (b) each of the Borrower and the Servicer is in material compliance with the terms and conditions of the Credit and Security Agreement and no event has occurred and is continuing that would constitute an Amortization Event or a Potential Amortization Event under the Credit and Security Agreement or shall result after giving effect to this Amendment.

S ECTION  4. M ISCELLANEOUS .

4.1. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Transaction Documents continue to secure, among other things, the Aggregate Unpaids and the performance of all of the Borrower’s obligations under the Transaction Documents and the Credit and Security Agreement as amended hereby; and the Transaction Documents and the rights and remedies of the Lenders thereunder, the obligations of each of the Borrower and Servicer thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Transaction Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

4.2. Except as specifically amended herein, the Credit and Security Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit and Security Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit and Security Agreement, any reference in any of such items to the Credit and Security Agreement being sufficient to refer to the Credit and Security Agreement as amended hereby.

4.3. Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel for the Administrative Agent.

4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment

 

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by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

[S IGNATURE P AGE TO F OLLOW ]

 

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This Second Amendment to Credit and Security Agreement is entered into as of the date and year first above written.

 

M ARTIN M ARIETTA F UNDING LLC, as     Borrower

By:

 

/s/ Roselyn Bar

 

Name:

 

Roselyn Bar

 

Title:

 

Vice President and Secretary

 

M ARTIN M ARIETTA M ATERIALS , I NC ., as     the Servicer

By:

 

/s/ Anne H. Lloyd

 

Name:

 

Anne H. Lloyd

 

Title:

 

EVP and CFO

Accepted and agreed to.

 

S UN T RUST B ANK ,

individually as a Lender and as     Administrative Agent

By:

 

/s/ Michael Peden

 

Name:

 

Michael Peden

 

Title:

 

Vice President