Martin Marietta Materials, Inc. (MLM) entered into a new Credit Agreement with JPMorgan Chase Bank, N.A. and other lenders providing a $1,500,000,000 five-year senior unsecured revolving credit facility (the “Revolving Facility”). This Revolving Facility replaces a prior credit agreement under which there were no borrowings outstanding.
Borrowings may bear interest at Term SOFR or a base rate, in each case plus a ratings-based margin. The Revolving Facility expires on August 18, 2031, when any outstanding principal and interest are due. The agreement requires a maximum Leverage Ratio of 3.75:1.00, temporarily increased to 4.75:1.00 and then 4.25:1.00 for specified quarters after the planned acquisition of Lhoist North America, Inc. Consolidated debt used in this ratio can be reduced by up to $500,000,000 of cash and cash equivalents if both the Revolving Facility and the accounts receivable securitization facility have no amounts outstanding.
Martin Marietta Materials, Inc. has issued five tranches of senior unsecured notes under an existing indenture with Regions Bank as trustee. The tranches include 4.850% Notes due 2029, 5.200% Notes due 2032, 5.400% Notes due 2034, 5.625% Notes due 2036 and 6.375% Notes due 2056, each with specified semiannual interest payment dates.
The notes rank equally with Martin Marietta’s other senior unsecured debt and are effectively and structurally subordinated to secured debt and subsidiary liabilities. The company plans to use the net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility, to pay the cash consideration for its previously announced acquisition of Lhoist North America, Inc.
The notes feature optional redemption, a special mandatory redemption at 101% of principal if the acquisition is not completed or abandoned by an outside date, and a Change of Control Repurchase Event requiring a 101% repurchase offer. The indenture also includes customary covenants limiting liens, sale-leasebacks and certain mergers or asset transfers, and provides standard events of default allowing acceleration by the trustee or noteholders.
Martin Marietta Materials, Inc. is issuing five tranches of senior unsecured notes totaling $5.5 billion to help finance its pending acquisition of Lhoist North America, Inc. (LNA). The company will sell $750 million 4.850% notes due 2029, $1.25 billion 5.200% notes due 2032, $1.0 billion 5.400% notes due 2034, $1.5 billion 5.625% notes due 2036 and $1.0 billion 6.375% notes due 2056. Aggregate public offering proceeds are about $5.49 billion, with $5.45 billion expected to be received by the issuer before expenses.
The notes are senior unsecured obligations ranking pari passu with existing senior debt and structurally subordinated to subsidiary liabilities. They are callable at the company’s option and feature a Change of Control Repurchase Event at 101% and a special mandatory redemption at 101% if the LNA deal is not completed by specified dates or is abandoned. Interest begins August 14, 2026, with semiannual payments and maturities ranging from 2029 to 2056.
Martin Marietta is a leading U.S. aggregates and heavy building materials producer with a growing magnesia-based Specialties segment. It has agreed to acquire LNA for $7.0 billion in cash plus $6.5 billion in stock, creating a major lime and industrial minerals platform. Pro forma for recent transactions, 2025 revenue would have been $8.65 billion and Company Adjusted EBITDA from Continuing Operations $3.08 billion. The company has arranged a $1.5 billion delayed draw term loan and a reduced bridge facility, and plans to prioritize deleveraging to pre-transaction leverage levels within 24 months of closing while operating under temporarily higher leverage covenants.
Martin Marietta Materials, Inc. entered into an underwriting agreement for a multi‑tranche senior notes offering to finance its previously announced acquisition of Lhoist North America, Inc. The company priced $750 million of 4.850% Senior Notes due 2029, $1,250 million of 5.200% Senior Notes due 2032, $1,000 million of 5.400% Senior Notes due 2034, $1,500 million of 5.625% Senior Notes due 2036 and $1,000 million of 6.375% Senior Notes due 2056.
The notes will be issued slightly below par, with prices ranging from 99.660% to 99.936% of par value, and pay semiannual interest on specified February/August or January/July dates beginning in 2027. Net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility, will fund the cash consideration for the Lhoist North America equity acquisition, subject to customary closing conditions for the notes offering.
Martin Marietta Materials, Inc. is conducting a primary offering of multiple series of senior unsecured notes. The notes will pay fixed interest semi-annually, may be redeemed early at the company’s option, and carry investor protections including a Change of Control Repurchase Event at 101% of principal plus accrued interest and a special mandatory redemption at 101% if the planned Lhoist North America, Inc. (LNA) acquisition is not completed by the specified outside date or is abandoned.
Proceeds, together with a new $1.5 billion delayed-draw term loan, are intended to help fund the $7.0 billion cash portion of the LNA purchase, alongside $6.5 billion of Martin Marietta stock. LNA generated $1.8 billion in 2025 sales and $789 million of Adjusted EBITDA, and the combined company would have had 2025 pro forma revenues of $8,651 million and Company Adjusted EBITDA from Continuing Operations of $3,079 million. The transaction, along with recent acquisitions, will materially increase scale but also leverage, governed by amended credit-facility leverage covenants.
Martin Marietta Materials is progressing with its planned acquisition of Lhoist North America, Inc. (LNA), having received all required regulatory approvals; closing is expected in the third quarter of 2026 subject to customary conditions. LNA manufactures lime and limestone products across the U.S.
The report includes audited LNA financials for 2025 and 2024, interim results for the six months ended June 30, 2026 and 2025, and unaudited pro forma condensed combined financial statements for Martin Marietta and LNA. LNA generated 2025 sales of $1,753.7 million and net income of $513.8 million, up from 2024 net income of $438.6 million, and reported total assets of $1,696.8 million at December 31, 2025. For the six months ended June 30, 2026, LNA reported sales of $904.6 million and net income of $251.7 million. The statements have been restated to meet SEC public-company requirements, including expanded segment revenue disclosures and derivative accounting.
State Street Corporation reported beneficial ownership of common stock of Martin Marietta Materials Inc. State Street and its investment adviser affiliates beneficially own 3,162,829 shares of common stock, representing 5.2% of the class.
The filing states State Street has 0 shares with sole voting or dispositive power, but 2,091,911 shares with shared voting power and 3,159,639 shares with shared dispositive power. The position is held through various State Street Global Advisors subsidiaries acting as investment advisers.
Martin Marietta Materials, Inc. has received all necessary regulatory approvals for its previously announced acquisition of Lhoist North America, Inc. Under a Securities Sale Agreement with LNA Holding SRL, Martin Marietta will acquire all outstanding equity interests in Lhoist North America for $13.5 billion in cash and shares of Martin Marietta common stock.
Lhoist North America operates a business producing, distributing, marketing and selling lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America. Martin Marietta now expects the transaction to close in the third quarter of 2026, subject to customary closing conditions. Upon completion of the combination, Martin Marietta expects to become the nation’s leading producer of lime and limestone solutions.
Martin Marietta Materials, Inc. promoted Michael J. Petro to Executive Vice President, Chief Financial Officer on August 4, 2026. Under his Employment Agreement, he will receive a base salary of $750,000, a target annual incentive equal to 100% of base salary, and a target long-term incentive equal to 260% of base salary.
Mr. Petro will receive a one-time grant of restricted stock units with a grant date value of $5,000,000, vesting ratably on the sixth, seventh, and eighth anniversaries of the grant date, subject to continued employment and other terms applicable to executive grants. If the Company terminates him without cause or he resigns for good reason, he is entitled to cash severance equal to three times the sum of base salary and target bonus, continued medical and dental benefits for up to three years, and continued vesting of outstanding equity awards, subject to a three-year post-termination non-competition, non-solicitation, and confidentiality covenant. An Employment Protection Agreement provides, upon a qualifying termination following a change of control, severance benefits equal to three times annual compensation and continuation of benefits for 36 months.
Martin Marietta Materials SVP and CFO Michael J. Petro reported a Form 4 transaction in which 368.0000 shares of Common Stock were withheld on August 3, 2026 at $542.2700 per share to satisfy an exercise price or tax obligation. After this disposition, he directly owned 14990.6026 shares.