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

Martin Marietta entered into a commitment letter, dated as of June 27, 2026 (the “Bridge Commitment Letter”), among Martin Marietta, Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (“GSLP” and, together with GS Bank, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, a 364-day unsecured bridge loan facility in an aggregate principal amount of up to $7.0 billion (the “Bridge Facility”) to finance the Consideration Cash.

The commitments under the Bridge Facility are subject to reduction in equivalent amounts upon any incurrence by Martin Marietta of term loans and/or the issuance of notes in a public offering or private placement prior to the consummation of the Transaction and upon other specified events, subject to customary exceptions.

The funding of the Bridge Facility is contingent on the satisfaction or waiver of customary conditions, including, without limitation, (i) execution and delivery of definitive documentation consistent with the Bridge Commitment Letter and (ii) consummation of the Transaction in accordance with the SSA. The commitments and agreements of the Commitment Parties under the Bridge Commitment Letter will terminate upon the first to occur of (a) the date on which definitive documentation with respect to the Bridge Facility has been executed and delivered, (b) the date of consummation of the Transaction, with or without the use of any portion of the Bridge Facility, (c) the termination of the SSA in accordance with its terms, (d) the reduction of the commitments under the Bridge Facility to zero and (e) 11:59 p.m., New York City time, on the date that is five business days following the later of (x) the Long Stop Date and (y) solely in the event that the Long Stop Date is extended in accordance with the SSA, the Extended Long Stop Date.

The information set forth in Item 1.01 regarding the issuance of the Consideration Shares to LNA Holding is incorporated by reference. The Consideration Shares will be issued in reliance upon the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended, or Regulation S promulgated thereunder.

Each party’s obligation to consummate the Transaction is conditioned upon the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of regulatory approvals and other customary closing conditions.

The SSA contains certain termination rights for Martin Marietta and LNA Holding, including the right of either party to terminate the SSA if the conditions to the Closing have not been satisfied (or waived) by October 31, 2026 (the “Long Stop Date”), subject to certain automatic extensions up to June 15, 2027 (the “Extended Long Stop Date”) that apply if, as of such time, the required regulatory clearances and the related condition that no law or order prohibit the Transaction have not yet been satisfied. If the SSA is terminated under specified circumstances relating to the failure to obtain the required regulatory clearances by the Extended Long Stop Date, Martin Marietta will be required to pay LNA Holding a termination fee of $350 million in cash.

Following the Closing, LNA Holding is expected to hold approximately 15% of the outstanding Martin Marietta common stock based upon the outstanding shares of Martin Marietta common stock as of June 26, 2026. At the Closing, Martin Marietta, LNA Holding and, solely for purposes of the standstill provisions set forth therein, Financière de Gestions Internationales, a société en commandite par actions organized under the laws of Luxembourg (“FGI”), will enter into a shareholders’ agreement (the “Shareholders Agreement”). Under the Shareholders Agreement, LNA Holding and its affiliates will be subject to a lock-up period with respect to the Consideration Shares, with 50% of such shares released from the lock-up on the 12-month anniversary of the Closing and the remaining 50% of such shares released from the lock-up on the 24-month anniversary of the Closing. The Shareholders Agreement will further provide that the Board of Directors of Martin Marietta (the “Board”) will take such actions as are necessary to increase the size of the Board by one director, and LNA Holding will have the right to designate one director to the Board and to appoint one non-voting Board observer.

In addition, FGI and LNA Holding and their affiliates have agreed to be subject to a customary standstill obligation, including a restriction on acquiring shares in excess of a fixed number of shares of Martin Marietta common stock to be set at the Closing to equal 18% of the issued and outstanding Martin Marietta common stock as of the Closing (calculated on an as-converted basis), which will be effective until the earlier of (a) 15 months after the date on which both (i) no LNA Holding designee sits on the Board and (ii) LNA Holding has irrevocably waived or no longer has any right to designate a director or observer and (b) the date on which LNA Holding holds fewer than the number of shares equal to a fixed number of shares of Martin Marietta common stock to be set at the Closing to equal 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing (calculated on an as-converted basis).

Pursuant to the SSA, Martin Marietta and LNA Holding will enter into a customary registration rights agreement (the “Registration Rights Agreement”) in respect of the Consideration Shares at Closing. The Registration Rights Agreement will provide for certain shelf, demand and piggyback registration rights for LNA Holding, subject to minimum offering sizes in certain cases, customary underwriter cutbacks, Martin Marietta blackout/suspension rights, and mutual indemnification rights and other customary requirements and conditions.