STOCK TITAN

Martin Marietta (NYSE: MLM) sets higher leverage limits for Lhoist deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Martin Marietta Materials, Inc. (MLM) entered into a new Credit Agreement with JPMorgan Chase Bank, N.A. and other lenders providing a $1,500,000,000 five-year senior unsecured revolving credit facility (the “Revolving Facility”). This Revolving Facility replaces a prior credit agreement under which there were no borrowings outstanding.

Borrowings may bear interest at Term SOFR or a base rate, in each case plus a ratings-based margin. The Revolving Facility expires on August 18, 2031, when any outstanding principal and interest are due. The agreement requires a maximum Leverage Ratio of 3.75:1.00, temporarily increased to 4.75:1.00 and then 4.25:1.00 for specified quarters after the planned acquisition of Lhoist North America, Inc. Consolidated debt used in this ratio can be reduced by up to $500,000,000 of cash and cash equivalents if both the Revolving Facility and the accounts receivable securitization facility have no amounts outstanding.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving Facility Size $1,500,000,000 Senior unsecured revolving credit facility under new Credit Agreement
Facility Maturity Date August 18, 2031 Expiration of Revolving Facility; principal and interest due in full
Base Maximum Leverage Ratio 3.75:1.00 Ongoing covenant leverage limit under Credit Agreement
Post-acquisition Max Leverage (first period) 4.75:1.00 Maximum Leverage Ratio for first three fiscal quarters after Lhoist acquisition
Post-acquisition Max Leverage (next period) 4.25:1.00 Maximum Leverage Ratio for next three fiscal quarters after Lhoist acquisition
Cash Netting Cap $500,000,000 Maximum cash and equivalents that can reduce consolidated debt in leverage test
Revolving Facility financial
"provides for a $1,500,000,000 five-year senior unsecured revolving facility"
A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.
Term SOFR financial
"Borrowings under the Revolving Facility bear interest, at the Corporation’s option, at rates based upon Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Leverage Ratio financial
"requires that the Corporation maintain a maximum Leverage Ratio not to exceed 3.75:1.00"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
accounts receivable securitization facility financial
"if there are no amounts outstanding under both the Revolving Facility and the Corporation’s accounts receivable securitization facility"
A accounts receivable securitization facility is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by selling them or using them as collateral for a line of credit. Think of it like using a stack of IOUs as a short-term loan to smooth cash flow; it matters to investors because it changes a company’s liquidity, borrowing profile and risk exposure without necessarily showing up as traditional debt, affecting valuation and credit health.

FAQ

What new credit facility did MLM enter into on August 18, 2026?

MLM entered into a new Credit Agreement providing a $1,500,000,000 five-year senior unsecured revolving credit facility. It is with JPMorgan Chase Bank, N.A. as administrative agent and a syndicate of lenders, replacing the company’s prior revolving credit agreement.

When does Martin Marietta’s new $1.5 billion Revolving Facility mature?

The Revolving Facility expires on August 18, 2031. On that date, any outstanding principal under the facility, together with all accrued interest, becomes fully due and payable under the terms of the new Credit Agreement.

What leverage ratio covenant applies to MLM under the new Credit Agreement?

MLM must maintain a maximum Leverage Ratio of 3.75:1.00. Following the closing of the Lhoist North America acquisition, the maximum temporarily increases to 4.75:1.00, then 4.25:1.00, before returning to 3.75:1.00 thereafter.

How does the Lhoist North America acquisition affect MLM’s leverage covenant?

After the Lhoist North America acquisition closes, MLM’s maximum Leverage Ratio may be 4.75:1.00 for the first three fiscal quarters, then 4.25:1.00 for the next three, and 3.75:1.00 thereafter under the Credit Agreement.

Can Martin Marietta net cash against debt when calculating its leverage ratio?

Yes. If there are no amounts outstanding under both the Revolving Facility and MLM’s accounts receivable securitization facility, consolidated debt in the leverage test is reduced by cash and cash equivalents, up to $500,000,000, under the Credit Agreement.

What interest rate options are available under MLM’s new Revolving Facility?

Borrowings under the Revolving Facility bear interest, at MLM’s option, at Term SOFR or a base rate, plus a margin. The margin for each option is determined using a ratings-based pricing grid specified in the Credit Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000916076 0000916076 2026-08-18 2026-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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): August 18, 2026

 

 

 

Martin Marietta Materials, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

North Carolina

(State or other jurisdiction of incorporation)

001-12744

(Commission File Number)

56-1848578

(IRS Employer Identification No.)

     

4123 Parklake Avenue

Raleigh, North Carolina

(Address of principal executive offices)

 

27612

(Zip Code)

 

 

Registrant’s telephone number, including area code: 919-781-4550 

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))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share   MLM   New York Stock Exchange

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01Entry into a Material Definitive Agreement

 

On August 18, 2026, Martin Marietta Materials, Inc. (the “Corporation”) entered into a Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent, and the lenders and issuing lenders party thereto (the “Credit Agreement”), which provides for a $1,500,000,000 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 Term SOFR or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. The Revolving Facility replaces the Corporation’s existing Credit Agreement, dated as of December 21, 2021, with JPMCB, as administrative agent, 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 August 18, 2031, with any outstanding principal amounts, together with interest accrued thereon, due in full on that date. The Credit Agreement requires that the Corporation maintain a maximum Leverage Ratio (as defined in the Credit Agreement) not to exceed 3.75:1.00, provided that following the closing date of the Corporation’s previously announced acquisition of Lhoist North America, Inc. (the “Acquisition”), the Corporation’s Leverage Ratio may not exceed (a) for the first three fiscal quarters ending after the Acquisition, 4.75:1.00, (b) for the next succeeding three fiscal quarters, 4.25:1.00 and (c) thereafter, 3.75:1.00, provided further that the Corporation may exclude from the Leverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage Ratio calculated without such exclusion does not exceed 4.25:1.00. 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 Leverage Ratio by the Corporation’s cash and cash equivalents, such reduction not to exceed $500,000,000.

 

The Credit Agreement is filed as Exhibit 10.1 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 1.02Termination 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 2.03Creation 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.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits

 

10.1  

Credit Agreement dated as of August 18, 2026, among the Corporation, the Lenders (as defined in the Credit Agreement), the Issuing Lenders (as defined in the Credit Agreement) and JPMCB.

     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 
 

 

SIGNATURE

 

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.  
       
       
Date: August 18, 2026 By:  /s/ George Schoen  
    Name: George Schoen  
   

Title:

Executive Vice President,

 
      General Counsel and Corporate Secretary  

 

Filing Exhibits & Attachments

4 documents