Martin Marietta Materials announced that it has entered into a definitive agreement to combine with Lhoist North America in a $13.5 billion cash-and-stock transaction.
Lhoist North America is a subsidiary of Lhoist Group and a leading producer of hi-calcium lime, dolomitic lime, and industrial mineral products.
The transaction is expected to close in the second half of 2026, subject to regulatory approvals.
The deal is expected to make Martin Marietta the nation’s leading lime and limestone franchise, supported by long-lived reserves, industry-leading margins, and broad exposure to infrastructure and industrial end markets.
Lhoist North America serves markets including domestic steel manufacturing, infrastructure, heavy nonresidential construction, environmental applications, and agricultural uses.
The company’s products are also critical inputs for reindustrialization and related development across North America.
Lhoist North America operates 20 quarries and production facilities and 45 distribution terminals.
For the 12 months ended December 31, 2025, Lhoist North America generated $1.8 billion in gross sales and $786 million of adjusted EBITDA.
The business is anchored by more than 2 billion tons of high-quality limestone reserves, strategically located in high-growth Sun Belt metropolitan corridors.
Martin Marietta said the reserve base represents more than 200 years of useful life and is one of the most significant limestone positions in North America.
The transaction advances Martin Marietta’s SOAR 2030 strategic objective to expand its complementary upstream Specialties platform in lime and other industrial minerals.
Martin Marietta said the combination builds on its quarrying expertise, expands its geographic footprint, and immediately establishes the company as a leading national producer of lime solutions.
The company also said the combination creates a differentiated portfolio of aggregates, lime, and specialty product solutions for large-scale infrastructure and industrial projects, including highways, data centers, semiconductor fabrication facilities, and LNG facilities.
Martin Marietta expects to realize about $85 million in annual run-rate cost synergies, with additional potential upside from commercial and operational opportunities.
The transaction is expected to be accretive to earnings and margins in the first full year after closing.
The transaction values Lhoist North America at an enterprise value of approximately $13.5 billion, implying a multiple of about 15x adjusted EBITDA for the 12 months ended December 31, 2025, including run-rate cost synergies.
The consideration will consist of $7 billion in cash, subject to customary adjustments, and $6.5 billion in Martin Marietta common stock.
After closing, the Berghmans family is expected to own about 15% of Martin Marietta on a fully diluted basis and will have the right to appoint one director and one observer to Martin Marietta’s board of directors.
Martin Marietta expects its combined net leverage ratio to be about 3.7x at closing and is targeting a reduction below 2.5x within 24 months through free cash flow generation.
Goldman Sachs is serving as exclusive financial advisor to Martin Marietta, and Goldman Sachs Bank USA and Goldman Sachs Lending Partners provided fully committed debt financing. Cravath, Swaine & Moore and Bredin Prat are serving as Martin Marietta’s legal advisors.
BNP Paribas, JPMorgan Chase, and Rothschild & Co. are serving as financial advisors to Lhoist Group, and Latham & Watkins is serving as legal advisor.
Martin Marietta is an S&P 500 company and a leading supplier of aggregates and other building materials. Its operations span 29 states, Canada, and The Bahamas.
KEY QUOTES:
“This transaction represents another transformational milestone for Martin Marietta and directly advances our SOAR 2030 objective to expand our complementary, upstream Specialties segment in lime and other industrial minerals. It builds on our core quarrying competency, expands our geographic footprint and immediately establishes Martin Marietta as the leading national producer of lime solutions. As the United States continues to invest in infrastructure, advanced manufacturing, energy development and industrial expansion, demand for high-quality lime products is expected to remain resilient for decades to come.”
“With long-lived limestone reserves, a complementary distribution network, and an attractive financial profile, the LNA business strengthens our portfolio, enhances our ability to serve both new and existing customers, and deepens our role in providing the critical materials necessary to build our nation’s infrastructure, manufacturing and industrial base. Importantly, it reinforces our ability to deliver consistent, through-cycle performance and long-term value creation.”
Ward Nye, Chair, President and CEO of Martin Marietta
“For more than a century, our family has built Lhoist into a global leader by safeguarding world-class limestone reserves and serving our customers with discipline, quality and care. In Martin Marietta, we have found a partner who shares these values, honors the legacy we have carefully built and ensures it will endure for generations to come.”
Baron Berghmans, Chairman of Lhoist Group
