Martin Marietta Buys Lhoist North America for $13.5 Billion

In a significant consolidation move within the construction materials sector, Martin Marietta Materials has agreed to acquire Lhoist North America for approximately $13.5 billion. This substantial cash-and-stock transaction is set to redefine the lime and limestone market, positioning Martin Marietta as the preeminent national player in this critical segment. The deal, anticipated to finalize in the latter half of 2026 pending regulatory clearance, underscores a strategic push to bolster Martin Marietta's upstream capabilities and expand its reach in high-growth regions.

The acquisition brings under Martin Marietta's umbrella a robust operation with 20 quarries and production sites, complemented by 45 distribution terminals. Lhoist North America, a subsidiary of the global Lhoist Group, is a leading producer of essential industrial minerals like hi-calcium lime and dolomitic lime. These products are vital inputs for a wide array of industries, including steel manufacturing, infrastructure development, construction, environmental remediation, and agriculture. The strategic importance of these materials is amplified by ongoing reindustrialization efforts across North America, making Lhoist's assets particularly valuable.

Financially, the acquired business demonstrated strong performance, generating $1.8 billion in gross sales and $786 million in adjusted EBITDA for the twelve months concluding December 31, 2025. A cornerstone of this value is Lhoist's extensive reserve base, exceeding 2 billion tons of high-quality limestone. These reserves are strategically situated in rapidly expanding Sun Belt metropolitan areas, offering an estimated operational runway of over 200 years. This deep and well-located resource pool is a key driver of the transaction's strategic rationale for Martin Marietta.

This combination directly supports Martin Marietta's SOAR 2030 strategic objectives, specifically the expansion of its Specialties platform. By integrating Lhoist's lime and industrial mineral operations, Martin Marietta anticipates immediate benefits, including an estimated $85 million in annual run-rate cost synergies. The company expects the acquisition to enhance earnings and margins from the first full year post-completion. The enterprise valuation of $13.5 billion for Lhoist North America reflects a multiple of roughly 15x its recent adjusted EBITDA, factoring in projected synergies.

The financial structure of the deal involves $7 billion in cash and $6.5 billion in Martin Marietta common stock. Following the transaction's close, the Berghmans family, representing Lhoist Group, will hold approximately 15% of Martin Marietta's diluted shares and will gain board representation with one director and one observer. Martin Marietta projects its combined net leverage ratio to be around 3.7x at closing, with a clear strategy to reduce this to below 2.5x within two years through robust free cash flow generation. This financial discipline is crucial for integrating such a large acquisition.

The transaction was facilitated by a strong advisory team. Goldman Sachs acted as the exclusive financial advisor to Martin Marietta, with Goldman Sachs Bank USA and Goldman Sachs Lending Partners providing committed debt financing. Legal counsel for Martin Marietta was provided by Cravath, Swaine & Moore and Bredin Prat. On the Lhoist side, financial advisory services were rendered by BNP Paribas, JPMorgan Chase, and Rothschild & Co., with Latham & Watkins serving as legal advisor.

This merger creates a formidable entity in the materials sector, poised to capitalize on significant infrastructure and industrial projects, from highways and data centers to semiconductor fabrication plants and LNG facilities. The combined company's expanded geographic footprint and diversified product portfolio, encompassing aggregates, lime, and specialty solutions, position it for sustained growth and value creation in an evolving market.