Martin Marietta to acquire Lhoist North America for $13.5B in cash and stock

Martin Marietta entered into a definitive agreement on June 27, 2026 to acquire Lhoist North America for $13.5 billion in a combination of cash and Martin Marietta stock. Lhoist North America produces and distributes lime, dolomitic lime, limestone-based industrial minerals, and aggregates across North America. This represents a major strategic acquisition that would significantly expand Martin Marietta's product portfolio beyond its core aggregates business into lime and specialty minerals.

Martin Marietta is acquiring Lhoist North America for $13.5 billion enterprise value, paying $7.0 billion in cash and $6.5 billion in common stock. The acquisition multiple is approximately 15x Lhoist's 2025 Adjusted EBITDA including run-rate cost synergies. Lhoist is the #1 lime producer in the United States with $1.8 billion in 2025 revenues and $786 million in Adjusted EBITDA.

Martin Marietta expects to realize approximately $85 million in annual run-rate cost synergies within two years of closing. The synergies are expected to come from platform optimization including procurement scale, operational efficiencies, and logistics/distribution terminal/SG&A rationalization. Additional upside potential exists from commercial and operational opportunities.

The transaction is expected to close in the second half of 2026, subject to receipt of required regulatory approvals. The filing does not specify which regulatory approvals are required or identify any anticipated obstacles to closing.

Martin Marietta has entered into a definitive agreement to acquire Lhoist North America for $13.5 billion, consisting of $7.0 billion in cash and $6.5 billion in Martin Marietta stock. The transaction values LNA at approximately 15x Adjusted EBITDA for the twelve months ended December 31, 2025, including run-rate cost synergies. Upon closing, the Berghmans family will 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.

Lhoist North America generated $1.8 billion in gross sales and $786 million of Adjusted EBITDA for the twelve months ended December 31, 2025. The business operates 20 quarries and production facilities plus 45 distribution terminals, with more than 2 billion tons of limestone reserves representing over 200 years of useful life. LNA is a leading producer of hi-calcium lime, dolomitic lime and industrial mineral products serving steel manufacturing, infrastructure, construction, environmental and agricultural applications.

Martin Marietta expects to realize approximately $85 million in annual run-rate cost synergies from the combination, 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 following close, excluding one-time transaction costs and purchase accounting impacts.

The acquisition advances Martin Marietta's SOAR 2030 strategic objective to expand its Specialties platform in lime and industrial minerals. The combination establishes Martin Marietta as the leading national producer of lime solutions, with a highly complementary footprint in key Southeast and Southwest Sun Belt geographies. The transaction provides differentiated product offerings and exposure to high-growth end markets including highways, data centers, semiconductor fabrication and LNG facilities.