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ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

​On June 23, 2017, Martin Marietta Materials, Inc., a North Carolina corporation (“Martin Marietta”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with (i) LG Panadero, L.P., a Delaware limited partnership, (ii) Blue Water Panadero Investors II, LLC, a Delaware limited liability company, (iii) Baker Aggregates Investments, LLC, a Delaware limited liability company, (iv) certain other sellers party thereto (collectively, the “Sellers”), (v) Panadero Corp., a Delaware corporation (“Panadero Corp”), and (vi) Panadero Aggregates Holdings, LLC, a Delaware limited liability company (“Panadero Aggregates”; together with Panadero Corp, the “Companies”). Pursuant to the Purchase Agreement, Martin Marietta will acquire 100% of the outstanding equity of the Companies, for $1.625 billion in cash, on a cash-free, debt-free basis, subject to customary post-closing adjustments (the “Transaction”).

Each party’s obligation to consummate the Transaction is conditioned upon the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and other customary closing conditions. The Purchase Agreement also contains certain termination rights, including the right of either Martin Marietta or the Sellers to terminate the Agreement if the closing has not occurred on or before December 29, 2017 which period may be extended by two successive periods of up to three months each, if all conditions to closing other than those relating to HSR Act approval have been satisfied.

The Purchase Agreement contains customary representations, warranties and covenants, including certain customary operating restrictions on the conduct of the business of the Companies during the period from the execution of the Purchase Agreement to the closing of the Transaction.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

The Purchase Agreement attached hereto as Exhibit 2.1 and the above description of the Purchase Agreement have been included to provide investors with information regarding the terms of the Purchase Agreement.  It is not intended to provide any other factual information about Martin Marietta, the Companies or their respective subsidiaries or affiliates.  The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors.  In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.  Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by Martin Marietta.  Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Martin Marietta, the Companies or any of their respective subsidiaries, affiliates or businesses.

 

 

ITEM 8.01 – OTHER EVENTS

 

On June 26, 2017, the Company issued a press release regarding the Transaction. Please see the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which is incorporated by reference into this Item 8.01. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
 

You should consider these forward-looking statements in light of risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2016, our Current Report on Form 8-K filed on May 12, 2017 and other periodic filings made with the SEC.  All of our forward-looking statements should be considered in light of these factors.  In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.

 

 

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

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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.