MARTIN MARIETTA MATERIALS INC
For the period ended Jun 27, 2026. Filed Jun 29, 2026.
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Jun 27, 2026 · Filed Jun 29, 2026
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Contents
Bridge Commitment Letter
In connection with its entry into the SSA, Martin Marietta entered into a commitment letter, dated as of June 27, 2026 (the “Bridge Commitment Letter”), among Martin Marietta, Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (“GSLP” and, together with GS Bank, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, a 364-day unsecured bridge loan facility in an aggregate principal amount of up to $7.0 billion (the “Bridge Facility”) to finance the Consideration Cash.
The commitments under the Bridge Facility are subject to reduction in equivalent amounts upon any incurrence by Martin Marietta of term loans and/or the issuance of notes in a public offering or private placement prior to the consummation of the Transaction and upon other specified events, subject to customary exceptions. The funding of the Bridge Facility is contingent on the satisfaction or waiver of customary conditions, including, without limitation, (i) execution and delivery of definitive documentation consistent with the Bridge Commitment Letter and (ii) consummation of the Transaction in accordance with the SSA. The commitments and agreements of the Commitment Parties under the Bridge Commitment Letter will terminate upon the first to occur of (a) the date on which definitive documentation with respect to the Bridge Facility has been executed and delivered, (b) the date of consummation of the Transaction, with or without the use of any portion of the Bridge Facility, (c) the termination of the SSA in accordance with its terms, (d) the reduction of the commitments under the Bridge Facility to zero and (e) 11:59 p.m., New York City time, on the date that is five business days following the later of (x) the Long Stop Date and (y) solely in the event that the Long Stop Date is extended in accordance with the SSA, the Extended Long Stop Date.
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