January 28, 2014 - Martin Marietta Materials, Inc. (NYSE: MLM) and Texas Industries, Inc. (NYSE: TXI) today announced that the Boards of Directors of both companies have unanimously approved a definitive merger agreement under which Martin Marietta will acquire all of the outstanding shares of Texas Industries common stock in a tax-free, stock-for-stock transaction. Cravath, Swaine & Moore LLP represented Martin Marietta in connection with this transaction. Under the terms of the merger agreement, Texas Industries shareholders will receive 0.700 Martin Marietta shares for each share of Texas Industries common stock they own at closing. Based on the closing market prices for the shares of both companies on January 27, 2014, and their debt levels as of their most recently completed quarters, the combined company will have an enterprise value of approximately $8.5 billion.
The Cravath team included partners Scott A. Barshay and George F. Schoen and associates Andrew C. Elken and Jacquelyn N. Arcati (M&A); partner Eric W. Hilfers and associate Jarrett R. Hoffman (executive compensation and benefits); partner Andrew W. Needham and associate Kara L. Mungovan (tax); partner Matthew Morreale and senior attorney Annmarie M. Terraciano (environmental); and practice area attorney Joyce Law (real estate). Debra M. Aboodi also worked on M&A matters; Julia L. Onorato also worked on executive compensation and benefits matters; and Sara L. Lykken also worked on tax matters.
Here is a link to the company's official release: http://www.businesswire.com/news/home/20140128005775/en/Martin-Marietta-Materials-Texas-Industries-Agree-Combine