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Get filing alertsMartin Marietta secures $1.5B term loan, amends revolver to finance Lhoist acquisition
Filed July 15, 2026 · Period ending July 10, 2026 · ~1 min read
Key Changes
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Entered $1.5B three-year term loan facility to fund Lhoist North America acquisition and related expenses; no amortization, matures three years after funding, contingent on deal closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Amended $800M revolving credit facility to relax leverage covenant post-acquisition: max 4.75:1.00 for first three quarters, stepping down to 4.25:1.00, then 3.75:1.00 thereafter.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Term loan includes matching leverage covenant with four-quarter exclusion for acquisition debt if ratio without exclusion stays ≤4.25:1.00; provides integration flexibility.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Can net up to $500M cash against debt for leverage calculation when revolver and A/R securitization facility are undrawn, adding covenant headroom with strong liquidity.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Filing also reports creation of direct financial obligation under Item 2.03, cross-referencing the term loan and revolver amendment.
Item 2.03 — Creation of a Direct Financial Obligation verify on EDGAR →
Summary
Martin Marietta has secured $1.5 billion in term loan financing and amended its existing revolving credit facility to support the previously announced acquisition of Lhoist North America. The three-year term loan carries no amortization and is contingent on the deal closing.
Both facilities feature temporarily relaxed leverage covenants—stepping from 4.75:1.00 down to 3.75:1.00 over six quarters—to accommodate the acquisition's balance sheet impact during integration.
The term loan also allows Martin Marietta to exclude acquisition-related debt from the leverage calculation for four quarters, provided the ratio without exclusion remains at or below 4.25:1.00, and permits netting up to $500 million of cash against debt when other facilities are undrawn. For shareholders, this is straightforward acquisition financing. The covenant relief is calibrated to the deal timeline and provides breathing room as Martin Marietta integrates Lhoist's operations. The step-down structure signals management's expectation of deleveraging over the next 18 months. The term loan's three-year maturity without amortization defers principal repayment, preserving near-term cash flow for integration and operations. Watch for the acquisition closing announcement and subsequent leverage trajectory as the company works down the stepped covenants.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 — Creation of a Direct Financial Obligation filed; see Key Changes for terms.
Added in current filing · view on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information is included under Item 1.01 “Entry into a Material Definitive Agreement” with respect to the Term Credit Agreement and is incorporated he
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Term Credit Agreement contains certain customary covenants and events of default, including a covenant that the Corporation will maintain a maximum Leverage Ratio (as defined in the Term Credit Agreement) not to exceed (a) for the first three fiscal quarters ending after the closing date of the Acquisition, 4.75:1.00, (b) for the next succeeding three fiscal quarters, 4.25:1.00 and (c) thereafter, 3.75:1.00, provided that the Corporation may exclude from the Leverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage Ratio calculated without such exclusion does not exceed 4.25:1.00.
The term loan includes leverage covenants matching the amended revolving facility, with the same step-down structure. Additionally, Martin Marietta can exclude acquisition-related debt from the leverage calculation for four quarters, provided the ratio without exclusion stays at or below 4.25:1.00. This provides additional covenant flexibility during the integration period.
Added in current filing · verify on EDGAR →
Additionally, if there are no amounts outstanding under both the Revolving Facility and the Corporation’s accounts receivable securitization facility, consolidated debt will be reduced for purposes of the calculation of the Leverage Ratio by the Corporation’s cash and cash equivalents, such reduction not to exceed $500,000,000.
The term loan allows Martin Marietta to net up to $500 million of cash against debt when calculating the leverage ratio, but only if both the revolving facility and accounts receivable securitization facility are undrawn. This provides additional covenant headroom when the company maintains strong liquidity without drawing on other facilities.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify