Martin Marietta has closed the Lhoist North America purchase and has now split the price: about $7bn in cash and 10,953,543 new shares, which hands the Belgian seller 15.4 percent and a board seat

A Belgian family holding company now owns roughly 15.4 percent of an S&P 500 building materials producer and has a seat on its board.

Martin Marietta Materials told the Securities and Exchange Commission on Monday morning that it completed its purchase of Lhoist North America on Friday, 21 August, from LNA Holding SRL. The price was agreed on 27 June at $13.5bn in cash and shares. Until Monday the company had not said how much of each.

Now it has. Approximately $7bn in cash, as adjusted under the sale agreement, plus 10,953,543 newly issued Martin Marietta shares carrying a stated value of $6.5bn.

The share value is two months old

That $6.5bn is not a closing-day figure. The filing sets it against the volume-weighted average trading price of Martin Marietta common stock over the 15 trading days ended 26 June, the day before the agreement was signed. Whatever the shares were worth on Friday, the consideration was fixed against a window that closed in June.

The shares went out under Section 4(a)(2), the private placement exemption, which is why there was no registration statement. Martin Marietta has agreed to file a shelf covering their resale no later than 60 days before the first anniversary of the closing.

The stake, worked from the filing's own equivalences

The 8-K never states LNA Holding's percentage outright. It states three thresholds instead, and they give it away.

Seven million, one hundred and two thousand and thirty three shares, the filing says, equal 10 percent of Martin Marietta's issued and outstanding common stock as of the closing. That puts the whole of it at 71,020,330 shares. Divide 10,953,543 into that and the seller holds 15.4 percent. The other two thresholds in the document, 5,326,525 at 7.5 percent and 12,783,660 at 18 percent, return the same total, so the figures agree with each other.

The lock-up and the condition

None of it can be sold for twelve months. Half is released at the first anniversary, the rest at the second.

The board went from ten directors to eleven on Friday and seated Philipp Niemann, chief executive of Lhoist S.A. and previously president and chief executive of Lhoist North America from April 2022 to October 2025. He sits on the Finance Committee and serves until the 2027 annual meeting. Non-employee directors receive an annual cash retainer of $135,000 and a restricted stock unit award with a grant date value of $180,000.

LNA Holding keeps that seat and a non-voting observer only while it holds 10 percent. Below that it keeps the seat alone down to 7.5 percent, and below 7.5 percent it keeps nothing.

There is one more condition, and it is the sharpest clause in the agreement. If LNA Holding and its affiliates fail to vote their shares in accordance with the board's recommendation and in favour of the board's nominees, subject to certain exceptions, every designation right terminates. The seller may hold the largest block on the register and speak in the boardroom, provided it votes with the room.

A standstill caps LNA Holding and Financière de Gestions Internationales, a Luxembourg entity that signed for that purpose only, at 12,783,660 shares.

What the company says it bought

Ward Nye, the chair, president and chief executive, calls the combination transformative and says it establishes Martin Marietta as the nation's leading producer of limestone products, on the strength of what he puts at more than 2 billion tons of high-quality reserves. Both of those are his characterisations. Lhoist North America produces high calcium lime, dolomitic lime and industrial minerals, and sells into steel manufacturing, infrastructure, heavy nonresidential construction and environmental markets.

Updated full-year revenue and adjusted earnings guidance reflecting the deal comes with third-quarter results. Not before.