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 21, 2009
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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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o 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 21, 2009, the Corporation entered into a $100,000,000 three-year secured accounts
receivable credit facility (the “AR Credit Facility”) with Wells Fargo Bank, N.A. (“Wells Fargo”).
The AR Credit Facility provides for borrowings, on a revolving basis, of up to 90% of the
Corporation’s eligible accounts receivable less than 90 days old and bears interest at a rate equal
to the one-month LIBOR plus 2.75%. Under the AR Credit Facility, purchases and settlements will be
made bi-weekly between the Corporation and Wells Fargo. Upon the terms and subject to the
conditions in the AR Credit Facility, Wells Fargo may determine which receivables are eligible
receivables, may determine the amount it will advance on such receivables, and may require the
Corporation to repay advances made on receivables and thereby repay amounts outstanding under the
AR Credit Facility. Wells Fargo also has the right to require the Corporation to repurchase
receivables that remain outstanding 90 days past their invoice date. The AR Credit Facility
requires the Corporation’s ratio of consolidated debt to consolidated earnings before interest,
taxes, depreciation, depletion and amortization (EBITDA) for the trailing twelve months (the
“Ratio”) to not exceed 3.25 to 1.00 as of the end of any fiscal quarter, provided that the
Corporation may exclude from the Ratio debt incurred in connection with 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 3.50 to 1.00. The Corporation
continues to be responsible for the servicing and administration of the receivables.
The AR Credit Facility is filed as Exhibit 10.01 hereto and is incorporated herein by reference,
and the description of the AR Credit Facility contained herein is qualified in its entirety by the
terms of the AR Credit Facility.
On April 23, 2009, the Corporation entered into a $130,000,000 unsecured term loan with SunTrust
Bank, as Administrative Agent, Branch Banking and Trust Company, as Syndication Agent, Northern
Trust Company, as Documentation Agent, and a syndicate of banks (the “Term Loan”). The Term Loan
bears interest, at the Corporation’s option, at rates based upon LIBOR or a base rate, plus, for
each rate, basis points related to a pricing grid. The base rate is defined as the highest of (i)
the bank’s prime lending rate, (ii) the Federal Funds rate plus 0.5% and (iii) one-month LIBOR plus
1%. The Term Loan requires quarterly principal payments of $1.625 million through March 31, 2011
and $3.25 million thereafter, with the remaining outstanding principal due in full on June 6, 2012.
The Term Loan requires the Corporation’s ratio of consolidated debt to consolidated earnings
before interest, taxes, depreciation, depletion and amortization (EBITDA) for the trailing twelve
months (the “Ratio”) to not exceed 3.25 to 1.00 as of the end of any fiscal quarter, provided that
the Corporation may exclude from the Ratio debt incurred in connection with 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 3.50 to 1.00.
The Term Loan is filed as Exhibit 10.02 hereto and is incorporated herein by reference, and the
description of the Term Loan contained herein is qualified in its entirety by the terms of the Term
Loan.