Martin Marietta Materials confirmed that it has reached a definitive agreement to buy Lhoist North America, a subsidiary of Belgium's Lhoist Group, for a total consideration of $13.5 billion composed of cash and stock.
The agreed purchase price comprises $7.0 billion in cash plus $6.5 billion in Martin Marietta shares. The equity portion of the consideration is calculated using a 15-day volume-weighted average price prior to the signing date. The companies said the transaction values Lhoist North America at approximately 15 times its 2025 Adjusted EBITDA, a figure that incorporates the expected cost savings from the combination.
In pre-market trading on the day of the announcement, Martin Marietta shares were trading about 3% lower.
Lhoist North America operates 20 quarries and production sites and manages 45 distribution terminals. For the 12 months ended December 31, 2025, the business generated $1.8 billion in gross sales and reported $786 million in Adjusted EBITDA. The company’s limestone reserves are stated to exceed 2 billion tons, which the companies describe as more than 200 years of projected useful life.
Martin Marietta said it expects to realize around $85 million in annual cost savings once the transaction closes. At close, the combined company's net leverage ratio is forecast to be about 3.7 times. Management plans to reduce that leverage to below 2.5 times within 24 months by generating free cash flow.
Following completion of the deal, the Berghmans family, the owners of Lhoist Group, will hold approximately 15% of Martin Marietta on a fully diluted basis. The family will have the right to appoint one director and one observer to Martin Marietta’s board.
The closing of the transaction is scheduled for the second half of 2026, subject to regulatory approvals. Goldman Sachs & Co. LLC is serving as financial advisor to Martin Marietta. BNP Paribas, JPMorgan Chase & Co. and Rothschild & Co. are advising Lhoist Group.
Contextual note - The terms disclosed reflect the companies' agreement as announced. The transaction structure, projected cost savings and leverage targets represent the parties' stated expectations at signing.