MARTIN MARIETTA MATERIALS INC

Regulatory Filings • Mar 5, 2020

FWP 1 d872655dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-217991

Issuer Free Writing Prospectus dated March 5, 2020

Relating to Preliminary Prospectus Supplement dated March 5, 2020

MARTIN MARIETTA MATERIALS, INC.

$500,000,000 2.500% Senior Notes due 2030

PRICING TERM SHEET

March 5, 2020

Issuer:	Martin Marietta Materials, Inc.
Security:	2.500% Senior Notes due 2030
Principal Amount:	$500,000,000
Maturity Date:	March 15, 2030
Issue Price:	98.864% of principal amount, plus accrued interest, if any, from and including, March 16, 2020
Benchmark Treasury:	UST 1.500% due February 15, 2030
Benchmark Treasury Price and Yield:	105-13 and 0.930%
Spread to Benchmark Treasury:	Plus 170 basis points
Yield to Maturity:	2.630%
Coupon (Interest Rate):	2.500%
Interest Payment Dates:	Semi-annually on March 15 and September 15, commencing on September 15, 2020
Gross Proceeds to the Issuer:	$494,320,000
Optional Redemption:	Prior to December 15, 2029 (three months prior to the maturity date of the notes) (the “Par Call Date”), make-whole call at any
time at a discount rate of U.S. Treasury Rate plus 30 basis points (or 0.300%) On or
after the Par Call Date, at any time at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption
Day Count Convention:	30/360
CUSIP / ISIN:	573284 AV8 / US573284AV89
Ratings:*	Baa3 / BBB+ / BBB (Moody’s / S&P / Fitch)
Trade Date:	March 5, 2020
Settlement Date:	March 16, 2020 (T+7) We expect that delivery of the notes will be made to investors on or about March 16, 2020, which will be the seventh business day following the date of the
prospectus supplement (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are
required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes any date prior to the second business day before delivery will be required, by virtue of the
fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day preceding
the delivery date of the notes should consult their advisors.

Legal Format:	SEC Registered
Denominations:	$2,000 x $1,000
Joint Book-Running Managers:	Deutsche Bank Securities Inc. J.P. Morgan
Securities LLC Wells Fargo Securities, LLC SunTrust Robinson
Humphrey, Inc.
Senior Co-Managers:	PNC Capital Markets LLC Regions Securities
LLC
Co-Managers:	MUFG Securities Americas Inc. Comerica
Securities, Inc. Siebert Williams Shank & Co., LLC

• A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov .

Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you a copy of the prospectus if you request it by contacting Deutsche Bank Securities Inc. at (800) 503-4611 or prospectus.CPDG@db.com or by contacting J.P. Morgan Securities LLC at (212) 834-4533.

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