Page 139 - Martin Marietta - 2025 Proxy Statement
P. 139
NOTES TO FINANCIAL STATEMENTS (Continued)
PriortoSeptember 1, 2034, with respect to the5.150%SeniorNotes due 2034, andprior to June 1, 2054, with respecttothe
5.500% Senior Notesdue 2054 (each, aParCall Date), the Company mayredeemthe notesof a series, at its option, inwhole or in
part, at anytimeor fromtimetotime, at a redemptionprice equaltothe greaterof: (i)(a) thesum of the present values of the
remaining scheduledpaymentsof principal and interestthereon discounted to the redemptiondate (assuming thenotes of such
series arescheduled to mature on theapplicable Par Call Date) on asemi-annualbasis at theapplicable Treasury Rate (asdefined
inthe Indenture) plus 15 basispoints, in thecaseof the 5.150% Senior Notesdue 2034, and 20basis points, inthe case of the
5.500% Senior Notesdue 2054, less (b) interestaccrued to,but excluding,the redemption date, and (ii) 100% of the principal
amount of thenotes of theapplicable series to be redeemed, plus, in either case, accrued andunpaid interestthereon to,but
excluding,the redemption date.Onorafter theapplicable Par Call Dateand priorto maturity, the Company mayredeemthe note
of a series, in whole or in part, atany time and fromtimetotime, at a redemptionprice equalto100% of the principalamountof
the notesof suchseriesbeing redeemed plus accruedand unpaid interest thereonto, butexcluding,the redemption date.
The Company’s 7% Debentures due 2025,3.450%SeniorNotes due2027, 3.500% Senior Notesdue 2027,2.500%SeniorNotes
due 2030,2.400%SeniorNotes due2031, 5.150% Senior Notesdue 2034,6.25% Senior Notesdue 2037,4.250% Senior Notesdue
2047, 3.200% Senior Notesdue 2051 and5.500% Senior Notesdue 2054 (collectively, theSeniorNotes) are senior unsecured
obligationsof the Company, rankingequal in rightof payment with the Company’s existing and futureunsubordinated
indebtedness. TheSeniorNotes, withthe exceptionof the 7% Debentures due2025and the6.25% Senior Notesdue 2037, are
redeemable priortotheir respective parcalldates, asdefined, ata make-whole redemption price, andata priceequalto100% of
the principalamountafter their respective par call datesand priortotheir respective maturity dates. The6.25% Senior Notesdue
2037 are redeemable in whole at any timeor inpart fromtimetotimeata make-whole redemption price.Upon achange-of-
control repurchaseevent anda resultingbelow-investment-gradecredit rating, the Companywouldbe requiredto makeanoffer
to repurchaseall outstanding Senior Notes, with theexception of the7%Debenturesdue 2025, ata price incashequal to 101% of
the principalamount of theSeniorNotes, plusany accruedand unpaid interest.
TheSeniorNotes arecarried netof original issuediscount, which is being amortized by theeffective interest method over thelife
of the issue. The principal amount as of December 31,2024, effectiveinterest rateand maturity date forthe Senior Notesare as
follows:
Principal Effective
Amount Interest
(in millions) Rate Maturity Date
7% Debentures $ 125 7.05% December 1, 2025
3.450% Senior Notes $ 300 3.55% June 1, 2027
3.500% Senior Notes $ 495 3.61% December 15,2027
2.500% Senior Notes $ 478 2.71% March 15, 2030
2.400% Senior Notes $ 896 2.48% July 15,2031
5.150% Senior Notes $ 750 5.33% December 1, 2034
6.25%SeniorNotes $ 230 6.32% May1,2037
4.250% Senior Notes $ 598 4.32% December 15,2047
3.200% Senior Notes $ 866 3.29% July 15,2051
5.500% Senior Notes $ 750 5.70% December 1, 2054
The Company hasa credit agreement withJPMorgan Chase Bank,N.A., as Administrative Agent, Deutsche Bank Securities, Inc.,
PNC Bank,N.A., Truist Bank andWells Fargo Bank, N.A., asSyndication Agents, and thelenders party thereto (the Credit
Agreement), which provides fora $800 million five-year senior unsecured revolving facility (the Revolving Facility) with a maturity
dateofDecember21, 2029. Borrowingsunderthe RevolvingFacility bear interest, at the Company’s option, at rates basedupon
the SecuredOvernight Financing Rate (SOFR)ora base rate, plus, foreach rate, a margindetermined inaccordance with a ratings-
based pricinggrid. Any outstanding principalamounts, togetherwith interest accruedthereon, are due in fullonthat maturity
date. There werenoborrowingsoutstanding underthe RevolvingFacilityasofDecember31, 2024 and 2023. Availableborrowings
underthe RevolvingFacilityare reduced by any outstanding letters of credit issued by the Company underthe RevolvingFacility.
At December31, 2024 and 2023, the Company had$3 millionof outstanding letters of credit issued and$797 millionavailable for
borrowing underthe RevolvingFacility. The Company paid thebankgroup an upfrontloancommitment fee that is being amortized
overthe lifeof the RevolvingFacility. The Revolving Facilityincludesanannual facilityfee.
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