01—Abstract
Summary
Summary of the 8-K filed June 29, 2026. Cited figures are marked; the original filing is the authoritative source.
On June 27, 2026, Martin Marietta Materials, Inc. entered into a Securities Sale Agreement (SSA) with LNA Holding SRL to acquire all outstanding equity interests in Lhoist North America, Inc. (LNA), which produces and sells lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals, and aggregates in North America.
The consideration is $13.5 billiona, consisting of $7 billion in cash (subject to certain adjustments) and 10,953,543 newly issued Martin Marietta common shares valued at $6.5 billion based on the 15-trading-day VWAP ending June 26, 2026. Closing is conditioned on expiration or termination of the HSR waiting period, regulatory approvals and other customary conditions. Either party may terminate if closing has not occurred by October 31, 2026, with automatic extensions up to June 15, 2027; a $350 million termination fee is payable by Martin Marietta if the SSA is terminated in specified circumstances relating to failure to obtain required regulatory clearances.
Following closing, LNA Holding is expected to hold approximately 15%b of Martin Marietta's outstanding common stock. A Shareholders Agreement will give LNA Holding a board designee and a non-voting observer, with those rights stepping down as its ownership falls, and will impose a lock-up on the consideration shares (50% released at 12 months and 50% at 24 months after closing), along with an 18% standstill for FGI and LNA Holding. A Registration Rights Agreement will cover the consideration shares.
To fund the cash portion, Martin Marietta entered into a commitment letter dated June 27, 2026 with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC for a 364-day unsecured bridge facility of up to $7.0 billionc, reducible by term loan or note issuances before closing. The consideration shares are being issued in reliance on Section 4(a)(2) of the Securities Act or Regulation S.
02—Key points
Key Highlights
- Acquisition of Lhoist North America, Inc. (LNA) from LNA Holding SRL for total consideration of $13.5 billion
- Cash consideration of $7 billion, subject to certain SSA adjustments, funded by a 364-day unsecured bridge facility of up to $7.0 billion from Goldman Sachs entities
- Stock consideration of 10,953,543 newly issued common shares valued at $6.5 billion based on 15-trading-day VWAP ending June 26, 2026
- Post-closing, LNA Holding expected to own approximately 15% of Martin Marietta's outstanding common stock, with board designation and observer rights
- Shares subject to lock-up: 50% released at 12 months and 50% at 24 months after closing; FGI and LNA Holding subject to an 18% standstill
- Outside date of October 31, 2026, extendable to June 15, 2027; $350 million termination fee payable by Martin Marietta in specified regulatory-failure scenarios
- Closing conditioned on HSR waiting period expiration or termination, required regulatory approvals and customary conditions
03—Questions
Frequently Asked Questions
What is Martin Marietta acquiring and what is the total price?
Martin Marietta will acquire all outstanding equity interests in Lhoist North America, Inc., a wholly-owned subsidiary of LNA Holding SRL, which produces and sells lime, dolomitic lime, industrial minerals and aggregates in North America. Total consideration is $13.5 billion, comprising $7 billion in cash and 10,953,543 newly issued common shares valued at $6.5 billion.
How will the acquisition be financed?
The cash portion is to be financed by a 364-day unsecured bridge facility of up to $7.0 billion committed by Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC. Commitments are reduced by any term loans or notes issued before closing, and the facility is contingent on definitive documentation and closing of the transaction.
What governance rights will LNA Holding receive?
At closing, Martin Marietta will increase its board by one seat, and LNA Holding may designate one director and appoint one non-voting observer. These rights are tied to LNA Holding's ownership, stepping down to one director if ownership falls below 10% (as-converted) and terminating below 7.5%. Designation rights also terminate if LNA Holding fails to vote in line with the Board's recommendation, subject to exceptions.
When could the transaction fail or terminate?
Either party may terminate if closing conditions are not satisfied by October 31, 2026, subject to automatic extensions up to June 15, 2027 where regulatory clearances remain outstanding. Martin Marietta must pay a $350 million cash termination fee if the SSA is terminated under specified circumstances relating to failure to obtain required regulatory clearances by the Extended Long Stop Date.
What are the restrictions on the shares issued to the seller?
The consideration shares are subject to a lock-up, with 50% released 12 months after closing and the remaining 50% released 24 months after closing. A registration rights agreement provides shelf, demand and piggyback rights, and FGI and LNA Holding are subject to a standstill restricting acquisitions above 18% of outstanding common stock (as-converted).
04—Continue