Martin Marietta Materials (MLM) investor relations material

Deal rationale and strategic fit

• Creates the leading U.S. lime and limestone franchise with industry-leading margins, long-lived reserves, and a differentiated product offering, expanding exposure to critical infrastructure and industrial end markets, especially in the Sun Belt, Southeast, and Southwest.

• Advances the SOAR 2030 strategy to build a specialty products platform with 'aggregates-like' characteristics and leverages core mining competencies for seamless integration.

• Diversifies end markets into industrial, infrastructure, and environmental applications, reducing cyclicality and supporting critical projects like highways and data centers.

• Provides a unique, integrated platform across aggregates, lime, and specialty products, enhancing long-term value creation.

• Positions the company for profitable, through-cycle growth and reinforces ability to deliver consistent performance.

Financial terms and conditions

• The transaction is valued at $13.5 billion, comprising $7.0 billion in cash (fully committed bridge facility) and $6.5 billion in newly issued shares, valued on a 15-day VWAP.

• Implies a 2025 adjusted EBITDA multiple of approximately 15x, including $85 million in expected run-rate cost synergies.

• The Berghmans family will own about 15% of the combined company and appoint one director and one observer to the board.

• Combined net leverage is projected at 3.7x at closing, with a target to reduce below 2.5x within 24 months through strong free cash flow.

• Combined revenues are expected to reach $9.1 billion and adjusted EBITDA $3.4 billion, with margin and free cash flow improvements.

Synergies and expected cost savings

• $85 million in annual run-rate cost synergies are expected within two years, mainly from procurement, operational efficiencies, logistics, and SG&A rationalization.

• Additional long-term upside is anticipated from commercial and operational opportunities, including broader product solutions, reserve base optimization, and expanded distribution.

• No synergy from construction aggregates byproducts is included in current estimates.

• The transaction is expected to be accretive to earnings and margins in the first full year after closing, even after synergy realization costs.