The Daily Dig

Martin Marietta has agreed to combine with Lhoist North America in a $13.5 billion deal that will make the Raleigh-based company the nation's leading producer of lime and limestone solutions. The transaction is expected to close in the second half of 2026, pending regulatory approval.

Lhoist North America operates 20 quarries and production facilities along with 45 distribution terminals. For the twelve months ended December 31, 2025, the company generated $1.8 billion in gross sales and $786 million in Adjusted EBITDA.

Its reserves total more than 2 billion tons of high-quality limestone, enough for over 200 years of production, positioned across high-growth Sun Belt corridors including Texas and the Southeast.

The deal is structured as $7.0 billion in cash and $6.5 billion in Martin Marietta stock. Once it closes, the Berghmans family, which owns Lhoist Group, will hold about 15% of Martin Marietta on a fully diluted basis and will have the right to appoint one director and one board observer.

Combined net leverage is expected to run around 3.7x at closing, with a target of bringing that ratio below 2.5x within 24 months. Martin Marietta expects roughly $85 million in annual cost synergies and projects the deal will boost earnings and margins starting in the first full year after close.

Chair, President and CEO Ward Nye tied the acquisition to the company's SOAR 2030 objective to expand its upstream Specialties segment in lime and other industrial minerals, calling it an extension of Martin Marietta's core quarrying business into a highly complementary footprint across the same Sun Belt metros central to its growth strategy.

Combined, the two companies expect to offer a differentiated portfolio of aggregates, lime and specialty products supporting large-scale infrastructure and industrial mega-projects, including highways, data centers, semiconductor fabrication and LNG facilities.

Snapshot:

Acquirer: Martin Marietta Materials, Inc. (NYSE: MLM)

Target: Lhoist North America, Inc. (subsidiary of Lhoist Group)

Deal Value: $13.5 billion (enterprise value)

Consideration: $7.0 billion cash + $6.5 billion Martin Marietta common stock

Valuation Multiple: Approximately 15x Adjusted EBITDA (TTM Dec. 31, 2025, including run-rate synergies)

Status: Definitive agreement signed

Expected Close: Second half of 2026, subject to regulatory approval

LNA Facilities: 20 quarries and production facilities, 45 distribution terminals

LNA Gross Sales (TTM): $1.8 billion

LNA Adjusted EBITDA (TTM): $786 million

Limestone Reserves: More than 2 billion tons, 200+ years of useful life

Key Geographies: Sun Belt metro corridors, including Texas and the Southeast

End Markets: Steel manufacturing, infrastructure, heavy nonresidential construction, environmental, agricultural; combined portfolio also supports highways, data centers, semiconductor fabrication, LNG facilities

Expected Annual Cost Synergies: Approximately $85 million

Post-Close Ownership: Berghmans family to hold approximately 15% of Martin Marietta (fully diluted)

Board Rights: Berghmans family to appoint one director and one board observer

Combined Net Leverage at Close: Approximately 3.7x, targeted below 2.5x within 24 months

Financial Advisor (MLM): Goldman Sachs & Co. LLC

Legal Advisors (MLM): Cravath, Swaine & Moore LLP; Bredin Prat

Financial Advisors (Lhoist Group): BNP Paribas S.A., JPMorgan Chase & Co., Rothschild & Co.

Legal Advisor (Lhoist Group): Latham & Watkins LLP

TheJobWalk Thoughts

This is a reserve-scarcity play more than a product line expansion. Martin Marietta is buying access to more than 200 years of limestone supply across high-growth Sun Belt metros, which gives it a structural edge in bidding on lime-dependent work in those markets for decades.

Expect procurement teams on large Sun Belt infrastructure and industrial jobs to start asking whether aggregates and lime can be sourced from the same vendor. GCs and suppliers who can't answer that yet should get ahead of it before it shows up in an RFP.

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