Martin Marietta to combine with Lhoist North America for $13.5 billion
Martin Marietta Materials, Inc. has agreed to combine with Lhoist North America, Inc. for $13.5 billion in cash and shares, creating the nation's leading lime and limestone franchise. The transaction, expected to close in the second half of 2026, includes $7.0 billion in cash and $6.5 billion in stock, with the Berghmans family retaining a significant stake. The deal advances Martin Marietta's SOAR 2030 strategy and is expected to be accretive to earnings immediately.

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Martin Marietta Materials, Inc. has entered into a definitive agreement to combine with Lhoist North America, Inc., a subsidiary of Lhoist Group, for $13.5 billion in cash and shares of Martin Marietta common stock. The transaction establishes the company as the nation’s leading lime and limestone franchise, significantly expanding its footprint in high-growth Sun Belt metropolitan corridors and securing critical supply chains for infrastructure and industrial end markets. The deal is expected to close in the second half of 2026, subject to regulatory approvals, and values Lhoist North America at approximately 15x Adjusted EBITDA for the twelve months ended December 31, 2025, including run-rate cost synergies.
Lhoist North America operates a network of 20 quarries and production facilities and 45 distribution terminals, generating $1.8 billion in gross sales and $786 million of Adjusted EBITDA for the twelve months ended December 31, 2025. The business is anchored by more than 2 billion tons of high-quality limestone reserves, representing over 200 years of useful life. These reserves are strategically positioned to support reindustrialization and development across North America, serving markets such as domestic steel manufacturing, infrastructure, and environmental applications.
Strategic and Financial Rationale
The combination advances Martin Marietta’s SOAR 2030 strategic objective to expand its Specialties platform. The company expects the transaction to be accretive to earnings and margins in the first full year following closing, excluding one-time transaction costs and purchase accounting impacts. Martin Marietta anticipates realizing approximately $85 million in annual run-rate cost synergies, with additional potential upside from commercial and operational opportunities.
| Deal Aspect | Details |
|---|---|
| Acquirer | Martin Marietta Materials, Inc. |
| Target | Lhoist North America, Inc. |
| Deal Value | $13.5 billion |
| Consideration | $7.0 billion cash and $6.5 billion stock |
| LNA Gross Sales (2025) | $1.8 billion |
| LNA Adjusted EBITDA (2025) | $786 million |
| Expected Synergies | $85 million annual run-rate |
Transaction Structure
Consideration will consist of $7.0 billion in cash, subject to customary adjustments, and shares of Martin Marietta common stock valued at $6.5 billion based on the volume-weighted average price per share over the 15 consecutive trading days prior to signing. Upon closing, the Berghmans family is expected to own approximately 15% of Martin Marietta on a fully diluted basis and will have the right to appoint one director and one observer to the Board of Directors. Martin Marietta expects its Combined Net Leverage ratio to be approximately 3.7x at closing, with a target of reducing this ratio to below 2.5x within 24 months through strong free cash flow generation.
The transaction is subject to receipt of required regulatory approvals. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Martin Marietta, while BNP Paribas S.A., JPMorgan Chase & Co. and Rothschild & Co. are serving as financial advisors to Lhoist Group.
How will the combined Net Leverage ratio of 3.7x impact Martin Marietta's ability to pursue further acquisitions or invest in capital projects over the next two years?
What specific regulatory hurdles does the deal face given the creation of the nation's leading lime and limestone franchise, and could divestitures be required?
How will the integration of Lhoist North America's extensive reserves specifically accelerate Martin Marietta's SOAR 2030 strategic objectives beyond the initial cost synergies?

























