UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 1, 2021

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Martin Marietta Materials, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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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:

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. ☐

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

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ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 1, 2021, pursuant to the Securities Purchase Agreement, dated as of May 23, 2021 (as amended or supplemented, the “Purchase Agreement”), by and among (i) Martin Marietta Materials, Inc., a North Carolina corporation (“Martin Marietta”), (ii) Lehigh Cement Company LLC, a Delaware limited liability company, (iii) HMBA Holdings LLC, a Delaware limited liability company, and (iv) Lehigh Southwest Cement Company, a California company (collectively, the “Sellers”), Martin Marietta acquired 100% of the outstanding equity interests in the subsidiaries and a joint venture held by the Sellers that own and operate the business of producing, selling, marketing and distributing aggregates, cement, ready-mix concrete, asphalt and similar materials in California, Arizona, Nevada, Oregon and Ensenada, Mexico for $2.3 billion in cash, on a cash free, debt free basis, subject to customary post-closing adjustments (the “Acquisition”).

 

The foregoing description of the Purchase Agreement in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to Martin Marietta’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2021 and is incorporated herein by reference.

 

ITEM 8.01 – OTHER EVENTS

On October 1, 2021, Martin Marietta issued a press release announcing that the Acquisition had been completed.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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.,
Date:  October 1, 2021	By:	/s/ Roselyn R. Bar
		Name:	Roselyn R. Bar
		Title:	Executive Vice President, General Counsel and Corporate Secretary