Conference Transcript - MLM 2026-06-29

Operator

Welcome to the Martin Marietta Conference Call. All participants are currently in a listen-only mode. A question and answer session will follow the company's prepared remarks. As a reminder, today's call is being recorded and will be available for replay on the company's website. I will now turn the call over to your host, Ms. Jacqueline Rooker, Martin Marietta's Vice President of Investor Relations. Jacqueline, you may begin. Hello, and thank you for joining

Jacqueline Rooker, Head of Investor Relations

today's conference call, following our announced agreement to combine with LAWAS North America had this morning. With me are Ward Nye, Chair, President, and Chief Executive Officer, and Michael Petro, Senior Vice President and Chief Financial Officer. Today's discussion may include forward-looking statements as defined by United States securities laws. These statements relate to future events, operating results, or financial performance, and are subject to risks and uncertainties that could cause actual results to differ materially. Martin Marietta undertakes no obligation to publicly update or revise any forward-looking statements except as legally required, whether due to new information, future developments, or otherwise. For additional details, please refer to the legal disclaimers contained in today's press release and other public filings, which are available on both our own and the Securities and Exchange Commission's websites. An investor presentation summarizing the transaction is available during this webcast and in the Investors section of our website. Definitions and reconciliations of non-GAAP measures to the most directly comparable GAAP measure are provided in the Investor Presentations Appendix, in our SEC filings, and on our website. I will now turn the call over to Ward.

Ward Nye, CEO

Thank you, Jacqueline. Good morning, and thank you for joining this teleconference, especially at such short notice. We appreciate your involvement with Martin Marietta. Today marks a transformative milestone for Martin Marietta and meaningfully accelerates our SOAR 2030 portfolio strategy. Most importantly, it represents a disciplined step forward in our commitment to create long-term shareholder value through the ownership of scarce, high-quality upstream materials assets. As we outlined at our September 2025 Capital Markets Day, A key priority is expanding our complementary upstream specialty segment, particularly in LIME and other specialty quarries. This transaction is exactly the type of portfolio enhancement we identified as a strategic priority. Importantly, we pursued this opportunity through the same disciplined lens we have consistently applied to capital allocation, strategic fit, and long-term value creation. As indicated in this morning's press release, we've entered into a definitive agreement for $13.5 billion in cash and stock to combine with LAWAS North America, or LNA. They are the North American business of LAWAS Group and the premier U.S. producer of lime and industrial mineral products with industry-leading reserve positions and a highly attractive commercial and financial profile. This transaction will combine two highly complementary businesses with shared operating disciplines, leading market positions, and exceptionally valuable reserve bases. In doing so, it will position Martin Marietta as the nation's leading lime and limestone franchise, while providing immediate scale, an irreplicable upstream materials platform across key sunbelt markets, and substantial high-quality limestone reserves. L&A also brings durable recurring revenue, with more than 50% under contract, a network of 20 production facilities and 45 distribution terminals serving diverse end markets. Collectively, these characteristics support resilient cash flows, earning visibility, and through-cycle profitable growth. Again, as we highlighted at a Capital Markets Day, Lime shares many of the same compelling characteristics as aggregates, beginning with the fact that it starts with limestone, quarrying through drilling, blasting, loading, hauling, and crushing, all core competencies that have long defined Martin Marietta's success. Beyond those operational similarities, the business is supported by structural value drivers. Limestone reserves suitable for finished lime production are scarce due to geological availability and face stringent permitting requirements for new supply. These mission-critical materials represent a relatively small percentage of customers' overall input costs and have no meaningful substitutes. As shown on slide six, these attributes drive more compelling price-cost dynamics than those that have long underpinned the strength and consistency of our core aggregates business. Given strong cultural alignment, shared operating discipline, and quarrying competencies, we expect a seamless integration and are confident in our ability to realize the identified synergies. As you can see on slide five, L&A represents a high-margin, well-invested asset-based position for long-term compounding profit growth and through-cycle resilience. Its sunbelt footprint in high-growth metropolitan areas and corridors is highly complementary to Martin Marietta's and meaningfully deepens our presence in Texas and the southeastern United States while enhancing distribution reach and efficiency across the combined terminal network. As outlined on slide 8, the transaction diversifies our in-market exposure beyond traditional construction into industrial process applications, infrastructure, and environmental solutions, including municipal wastewater and flue gas treatment. These in-markets provide consistent demand and serve to balance both heavyside construction cyclicality and seasonal visibility, further enhancing the resilience of our portfolio through economic cycles. At the same time, the combined platform is well-positioned to benefit from powerful infrastructure and re-industrialization tailwinds. With the combined company having a scaled and differentiated product portfolio of aggregates, line, and specialty products, we enhance our ability to serve complex, critical infrastructure and industrial mega-projects, including highways, data centers, semiconductor fabrication, and LNG facilities across the southern United States, most notably in Texas, our largest and one of the most attractive construction markets in North America, where demand continues to outpace the broader United States. Within this context, LNA's Texas operations are primarily producing lime for soil stabilization applications as LIME enhances ground strength and workability for heavy non-residential construction and surface transportation projects. Importantly, the Texas Department of Transportation requires LIME to stabilize clay-rich soils and strengthen road-based materials, establishing a specified source of demand that is highly synergistic with our aggregate space course product offering. Beyond infrastructure and construction applications, lime is an essential input in steel production, where it serves as a fluxing agent to remove impurities and improve both yield and finished product quality. As the steel industry continues to transition toward electric arc furnace production, particularly across the southern United States, LNA's Advantage Sun Belt footprint is uniquely positioned to serve these new facilities with quality products. Importantly, this more southern shift in the steel industry is being accelerated by ongoing domestic manufacturing investment supported by America First trade policies, heightened national security priorities, and a broader reindustrialization trend that is driving incremental domestic steel demand. Lastly, lime plays a critical role in water and wastewater treatment, supporting pH control, softening, and contaminant removal to meet regulatory standards. With that, I'll turn the call over to Michael to take you through the transaction details and review the combined financial profile, including our synergy opportunities and balance sheet implications. Michael, over to you, please.

Michael J. Petro, CFO

Thank you, Ward, and good morning, everyone. The $13.5 billion purchase price implies an enterprise value to 2025 adjusted EBITDA multiple of approximately 15 times, inclusive of an expected $85 million of run rate cost synergies. Consideration for the transaction consists of $7 billion of cash, which is supported by a fully committed bridge facility, and newly issued shares of Martin Marietta common stock valued at $6.5 billion based on a 15-day volume-weighted average price per share prior to signing. Upon closing, the Bergman's family is expected to own approximately 15% of Martin Marietta on a fully diluted basis. They will have the right to appoint one director and one observer to our board. We look forward to welcoming the Bergman family as our single largest shareholder as we execute on the many value-enhancing opportunities ahead for the combined business. On slide 11, we've outlined the combined financial profile of the company as compared to the midpoint of our 2026 guidance. On a combined basis, we expect revenues of approximately $9.1 billion, an increase of 28%, and synergized adjusted EBITDA of approximately $3.4 billion, an increase of 38%. Further, we expect L&A's attractive margins and modest maintenance capital requirements to enhance our already industry-leading margin profile by over 270 basis points and our free cash flow conversion by over 450 basis points. Together, these attributes make this transaction compelling not only strategically but financially from day one. From a cost synergy perspective, we expect to realize $85 million of savings driven primarily by procurement scale, operational efficiencies, and logistics, distribution terminal, and SG&A rationalization. We view that $85 million is achievable based on our demonstrated history of integrating large-scale acquisitions and delivering on synergy targets. In addition to cost synergies, we see notable long-term upside from commercial and operational opportunities. This begins with realizing the full value of our unique, long-lived, and differentiated limestone reserve base across construction aggregates, high-calcium lime, dolomitic lime, and other industrial minerals. Our combined geologic exploration and mine planning expertise, together with a cohesive go-to-market strategy, will unlock this large, albeit longer-term, opportunity. The combined platform enables delivery of a broader and more integrated suite of product solutions, including lime-stabilized aggregates based to critical infrastructure projects, as well as hydrated lime as an anti-stripping agent to our existing asphalt customers. Importantly, we will be able to extend our market reach of both aggregates and lime through our highly complementary distribution terminal network across key sunbelt metropolitan areas, as indicated on slide 9. These expanded capabilities enable a more comprehensive approach to serving customers and a go-to-market solution that simply no one else in the industry can provide. Taken together with the expected cost synergies, these opportunities reinforce our expectation for significant value creation resulting from this transaction. Turning now to the balance sheet, we expect net debt to adjusted EBITDA of approximately 3.7 times at closing and are committed to maintaining our investment-grade credit rating. Accordingly, we expect to reduce our net leverage to less than two-and-a-half times within 24 months of closing, which is consistent with our proven track record of disciplined integration and rapid deleveraging following acquisitions. While deleveraging will be a near-term focus, we expect to continue investing in bolt-on aggregates M&A, organic CapEx, and maintaining our dividend. With that, I'll turn it back over to you, Ward. Thank you, Michael.

Ward Nye, CEO

Since we launched SOAR over 15 years ago, we've executed a clear and consistent strategy with discipline. More importantly, we've delivered on the commitments that we've made. This transaction is a natural extension of that strategy and is fully aligned with SOAR, the framework that we've used to guide how we've built and strengthened Martin Marietta over time. This transaction adds to Martin Marietta a premier portfolio of scarce, long-lived, high-margin upstream assets that complements our existing franchise and enhances our ability to generate sustainable growth, strong returns, and compelling cash flow generation for decades to come. Supported by a proven leadership team and a disciplined operating culture, we believe this combination creates a uniquely positioned upstream materials company with enhanced durability, stronger growth prospects, and compelling value creation opportunities for our shareholders for decades to come. If the operator now provides the required instructions, we'll turn our attention to addressing your questions.

Operator

Thank you. We'll now begin the question and answer session. If you would like to ask a question, please press star 1 in your telephone keypad. If you would like to withdraw your question, simply press star 1 again. Your first question comes from the line of Adam Thalheimer from Thompson Davis. Your line is open.

Michael Dudas, Analyst — Vertical Research

Hey, good morning, guys. Congrats on the transaction. Thanks, Adam. Ward, I'm just curious. You have a lot of options when it comes to M&A. Why lime?

Ward Nye, CEO

We do have a lot of options. And why lime? Because, number one, it's totally in our wheelhouse. If we look at what we do across our portfolio, we're one of the nation's largest producers of lime. It's not the largest producer today. But if we look at this component of what we're doing, it's got higher margins. It's got a stronger market position. It has more diversified end markets. and it has pricing power that's outlined really nicely on slide six of what we put out today. So I would say several things in addition, Adam. Number one, this is the best-in-class aggregates-like upstream platform. It's got resource scarcity, has high barriers to entry. As we said in the prepared remarks, these are mission-critical products. We're also seeing something that I like relative to diversified end markets, and we think that's important. So, will we continue to have nice exposure to infrastructure? Sure. But is it heightened to water, air, environmental, agricultural, steel, etc.? It is. Another nice component of this business, too, is they have long-term contracts with nice pricing escalators in them, and about 50% of the volume, as I indicated in the prepared remarks, are basically very steady. This is also not a business that's going to have high degree of seasonal variability. So if we're really thinking about what this does, Adam, it takes that very attractive specialties business that we have and takes it to about a billion dollars a year of EBITDA. And that is such a steady, attractive piece of our business. And then lastly, like aggregates, this is the low cost of the overall performance in a job. You and I have spoken about in the past, Look, if you're building a road, which is the most aggregate-intensive thing that we do, it's about 10% of the cost. If we're in a subdivision, Stone is about two. If we look at this business, Adam, it tends to be 1% to 4% of customer production costs. So like Stone, it's the product that's essential. It doesn't have anything that can come in and really upset it. There's no natural substitute for it. And it puts us in what you've long heard us say we like, a number one position. If we look at what we've done in stone from 2010 to today, we've gone from number one in 65% of our markets to over 90%. And this puts us in that same coveted number one position in something that's so core to what we do. But, Adam, I hope that's responsive, and thank you for the question. Perfect. Thank you, Ward. Thank you.

Operator

your next question comes from a line of katherine thompson from thompson research group your line is

Catherine Thompson, Analyst — Thompson Research Group

open hi thank you for taking my question today and congratulations on today's announcement thank you um yeah so we we actually know a little bit about lyme um and based on some of the work that we have done than TRG. And a couple of questions, but one is the barriers, yes, Ahoyst has very high, you know, top market share, but from an industry standpoint, it is, there are also some fairly high barriers to entry just in terms of having expertise and ability to operate these plants, in addition to obviously being able to capitalize on the broad re-industrialization and AI build-out theme. Maybe talk just a little bit more about the industry structure and those high barriers to entry.

Ward Nye, CEO

Well, as you said, Catherine, the industry structure is rather tight. Obviously, the WAST is an industry leader. It's been interesting over time. the two largest producers in the United States had been two Belgium-based players. So Luast has been number one. Carmoose is also a very good player in the market. Obviously, there are a number of private players at Grey Mott and Mississippi Lime. And then actually, there's one company that's smaller, but a portion of it is publicly traded, U.S. Lime, a very attractive and very good business in Texas. So again, to your point, this industry does not have the same quantum participants that Aggregates does, but it's also a very sophisticated business with a host of attributes that is shown, particularly on slide six, that it shares with Aggregates. So again, I think you're right. There's going to be a significant number, in my view, of synergies that we're going to see between the historic business that we've had, particularly in Woodville, Ohio, where we have a Dolominic Lime operation, with these other businesses that tend to be high cal and other degrees of lime. So if you really think about what this is doing, Catherine, to your point in specialties, we've long had two different arms there, right? We've had a chemicals arm that we actually had some M&A with over the more recent months, and we've had this lime arm that frankly looks just like our core aggregates business. If I took you to Woodville, Ohio, you would see a big quarry where we drill, we blast, we process, we crush, et cetera. At the same time, having these resources in these places, particularly in a more southern climate oriented, and that's what you see very clearly when you look at the map that's included in our deck. Now, when you get a sense of the map, and again, that's going to be on page nine of the deck, it gives you a sense of the southern orientation of this business and why we feel like this number one position that we're buying and what we can do with this from an operating synergy perspective and how we can better serve our customers will be very powerful.

Catherine Thompson, Analyst — Thompson Research Group

Yeah, and I noted also how it pretty significantly enhances free cash flow generation, as you noted in the deck, too. Follow-up on that is why now for the family?

Ward Nye, CEO

You know, different families have different views, and the Bergman's family, who will now become our largest shareholder, has been an extraordinary steward of this business for a long time. And different families have different family dynamics. Clearly what they're doing is they're in a position that they're going to maintain the rest of world business. They're going to sell this business in the United States to us. So they do a couple of things. They're bringing some cash in for their family, but they're also demonstrating a fidelity to what they believe the long-term future of this business is. Because if you look at the deck, you see that they're coming in as a 15% owner. They'll be appointing someone to our board. They'll be appointing an observer as well, which I think is indicative of the fact that they like what the future of LAWAST and Martin Marietta together looks like in the United States. They've been wonderful stewards. We look forward to working with them. They've been tremendous to

Catherine Thompson, Analyst — Thompson Research Group

work with all the way through this process. Great. Thanks very much. Best of luck.

Ward Nye, CEO

Thank you, Catherine.

Operator

your next question comes from the line of trade rooms from stevens inc your line is open

Trey Grooms, Analyst — Stephens Inc.

hey good morning everyone thanks for taking the question hey so um you know ward you mentioned how lna has you know experienced you know really strong pricing and margins but how should we think about, you know, maybe other considerations, you know, relative to aggregates, you know, growth trends, capital requirements, returns, anything else like that. And I mean, I think it's pretty obvious that this fits, you know, and complements aggregates pretty well. But for those of us that, you know, might not be as close to the line market as aggregates, Could you go into a little bit more detail on maybe how some of those synergies or, you know, how it fits specifically with aggregates and complements it?

Ward Nye, CEO

Yeah, I will. I'll take the first part of your question and I'll ask Michael to come back and talk more about how the 85 rolls up. But I would say several things. First, Trey, the geographic markets in which they operate and that we operate are nicely synergistic, number one. Number two, I would outline, and Michael's commentary on the prepared remarks spoke to it to a degree, this is a well-capitalized business, that we're not coming into a business that someone has been dressing up to sell. That's not at all what this is. They've been investing in this business thoroughly. There are significant capital projects that are enhancing that are underway right now. So as we look at the business, it's not going to be a business that's going to be particularly capital-hungry, And that's decidedly different than you oftentimes see in transactions going forward. Now, part of what we've outlined is $85 million in annual run rate synergies. I want Michael to take you through that because what we're really talking about there is what we believe we can do together operationally. So, Michael, if you want to address that, please.

Michael J. Petro, CFO

Thank you, Ward. Hey, Trey, just a quick point on the CapEx requirements. And from a maintenance CapEx perspective, it's about 3-ish percent of sales for the lost business. But as Ward indicated, they do have an expansion project in Texas underway that we will pick up, you know, upon closing. But for modeling purposes, maintenance X growth is about 3%. On the synergy side, you know, we discussed it in the prepared remarks, but the $85 million, importantly, is just cost synergies. So leveraging scale from a procurement perspective, because this is a quarrying business. So if you think about mobile equipment, repairs, supplies, explosives, stripping and contract services and the like, we get more scale as we go to market on those opportunities. From a SG&A perspective, this is actually a carve out of a broader European business. So the group overhead allocation is already excluded in the EBITDA that we're acquiring. So it's a little bit less from an SG&A rationalization perspective than if you were buying the entire company. But then lastly, and you look at it on the distribution network slide, so there's two things there. Captured in the $85 million is really just rationalizing that distribution footprint where we may have terminals near each other in proximity. So think Dallas-Fort Worth, as you look on the map, and in and around Salina, Texas. But the piece that's not quantified in that $85 million is actually on the opportunity, the commercial opportunity. So we can extend our reach in aggregates through the LWAS terminal network, where we might not have a terminal today, in particular in Texas and the southeast. And the same on the Lime side, where LWAS may not have a terminal today, but we, as Martin Marietta do, in the Carolinas, in Denver, Colorado, for example. So I hope that's responsive to your question.

Trey Grooms, Analyst — Stephens Inc.

Yep, yep, that's helpful. And just kind of, again, on the educating of the lime business, is this, I guess, as we think about aggregates being a very local business, what type of, you know, how local, I guess, is the lime business and kind of relative to ag? Is it more of a long-haul type business or is it similar to ag as far as its local dynamics? If you could touch on that.

Ward Nye, CEO

You know, what it's relatively similar to Ag's and its local dynamics, but it does have the capacity to travel a bit further because, again, the pricing situation around it tends to be a bit different, Trey. And that's one reason when we look at their distribution network and we pair that up with ours, we feel like it's so impressive. Because keep in mind, aggregates can travel when it's traveling to a market where the deposit does not naturally exist. It's not that same degree in Lime, but it does trend toward that direction.

Trey Grooms, Analyst — Stephens Inc.

Got it. Okay, thanks for all the color. Really appreciate it. I'll pass it on. Thank you, Trey.

Operator

Your next question comes from the line of Angel Castillo from Morgan Stanley. Your line is open.

Angel Castillo, Analyst — Morgan Stanley

Hi, good morning, and congratulations on the deal. Thanks for taking the question. Just wanted to go a little bit deeper into the kind of capital allocation dynamics here. Just, you know, as you think about maybe potential for future M&A, should we view it as kind of one, you know, you'll want to wait until you get to under two and a half and just, you know, that's when we could start to see more M&A. And also, you know, if you do plan to potentially do more in between now and then, can you just talk about the appetite or capabilities for being able to integrate, you know, given you have Quickrete, you have this one. And then lastly, just as you think about kind of future path of opportunity, right, you've talked about aggregate sled, but now clearly, you know, this really transforms the specialties business and gives you a number of other end markets that perhaps we still think about it as primarily kind of aggregates M&A, or does this kind of open up the scope for other areas that you might be interested in?

Ward Nye, CEO

Angel, thanks for the question. So let's start with really the foundation. This is an aggregate sled company, and it's going to continue to be an aggregate sled company. So your question is so great and timely, because I do want to make clear, we've indicated specialties had earned the right to grow. We've been saying that since last fall, and this is evidence of it. And if we think about really what we've done with specialties in the premier transaction last year and this one now, we've really bulked it up on both sides of it. And if you think about what that means, it means that business today, once this transaction is done, is going to have about a billion dollars per year at very high margins. We think that simply makes a very stable, consistent portion of our business that differentiates us from others in space. We end up being the one-stop shop on the heavy side that really others can't offer to customers or the marketplace today. Now, relative to your other question, I think it's so important for people to realize, look, Martin is not doing this transaction because we don't feel like there are attractive things to do in the aggregate space. There remain enormously attractive things to do in the aggregate space. And that's one of the reasons that we've structured the transaction as we have. Maintaining investment grade was important to us. Being in a position that we can continue to do attractive aggregates bolt-on transactions is important to us as well. So will we remain aggregates led? Absolutely. Should you expect from a capital allocation perspective for those to stay broadly the same? Yeah. I mean, does that mean our first call is going to be on attractive M&A? It does. Are we going to invest in the business responsibly? But you've seen us be able to pull down CapEx this year because we've been investing in it responsibly for years to come. As I've indicated before, this business too has invested in it very responsibly. Now, will we be focused on deleveraging? Absolutely. Will we be at about 3.7 times? Sure, we will. But I think it's important to remember we were at about 3.5 times after we did our transaction on the West Coast and in Arizona, and you saw that business delever very, very quickly. So those would be the initial thoughts that I would have answered for your very good question. Michael, anything you want to add to that? Yeah, I would just say when we're saying

Michael J. Petro, CFO

we would return to below two and a half times within 24 months, that assumes a certain level of continued bolt-on aggregates M&A as well.

Angel Castillo, Analyst — Morgan Stanley

That's super helpful. Thank you. And then just wanted to touch on the creativeness of the deal within the first 12 months to both earnings and margins. Could you just first maybe talk about the transaction cost synergies or just the cost to actually realize the synergies that might be ultimately expected? I know that's not included in the accretiveness math, but then if you could kind of just layer that into, you know, the degree of accretiveness that you expect in the first whole month, just helping us directionally, would be great.

Michael J. Petro, CFO

Yeah, no, happy to do that. We're assuming about $20 million to realize the synergy. So even baking that in, it would still be nicely accretive. That being said, the reason we excluded it is we haven't done that math and the purchase accounting math yet. So that's what's excluded when we have the footnote and the accretion dilution. But we expect this to be accretive kind of all-in as well, and we'll come back closer to closing when we have a better view on purchase accounting.

Operator

Thank you.

Michael J. Petro, CFO

Thank you, Andrew.

Operator

Your next question comes from the line of Stephen Fisher from UBS. Your line is open.

Stephen Fisher, Analyst — UBS

Thanks and congrats on the deal. I'm wondering if you could just give us a sense of L&A's volume and price growth in 2025 and 26 and can maybe just give us a sense of how the gross profit per ton has trended over the past

Michael J. Petro, CFO

few years versus aggregates. Yeah, no, we haven't disclosed that just yet. And as a private company, what we've disclosed is what we're prepared to disclose at this time. But they do about 4.5 million tons of high-cal and dolomitic lime annually. And you can see the revenue of the business. So you can kind of back into the price per ton for lime. But I would certainly tell you that it starts with a 2, but not 23 like aggregate. So well over $200 a ton is the pricing of the business.

Stephen Fisher, Analyst — UBS

Okay, then maybe just as a follow-up. I mean, I think if you look at Lois' biggest end market globally is steel at about a third of the business. I'm guessing that could be different in North America. Obviously, you laid out a number of the end markets they have. Can you just maybe clarify if that is different in North America? And how do you expect maybe that mix to change in the next few years? And to what extent could that impact the margins?

Michael J. Petro, CFO

Yeah, what I would say is if you look at page five and the deck, you'll get the in-market exposure of just North America based on L&A's North American sales. So what you'll see is about 28 percent steel, 16 percent is construction. And if you think about where that is, that's largely occurring in Texas, because as we said in the prepared remarks, you know, lime has to go down first before you can build on the clay rich soils in Texas. So it stabilizes the soil very similar and synergistic with our core aggregate space product. So that's the 16% that you see there. Water at 14%, that's very sticky recurring revenue. So think about wastewater treatment with both municipalities and industries. The flue gas treatment, so that's treating, you know, effectively coal-fired power plants, sulfur dioxide emissions. So it cleans that. the byproduct of which is actually a synthetic gypsum. Then you see non-ferrous metal mining, so it's an industrial process application there. Again, very sticky, recurring revenue. So that's, generally speaking, the end markets, the ones that are embedded in that 50% contracted, are to the steel industry, water, and flue gas.

Stephen Fisher, Analyst — UBS

Perfect. Thank you.

Brian Brophy, Analyst — Stifel

Thank you.

Operator

Your next question comes from a line of Brian Brophy from Stiefel. Your line is open.

Brian Brophy, Analyst — Stifel

yeah thanks good morning everybody um congrats on the deal i guess continuing the conversation kind of on the structural dynamics of lime can you talk about to the extent that there's import competition here in the u.s uh in the lime market thanks you bet you know quite a practical matter

Ward Nye, CEO

there really is no significant import competition coming into the u.s and obviously that's that's notably different than, for example, cement and the way that that industry operates in a place that you've seen us exit, and then, again, move very purposely into growing our line business. So as a practical matter, we're simply not seeing that as a factor, and we don't anticipate that

Brian Brophy, Analyst — Stifel

that will be. Thanks. That's helpful. And then just looking at the PPI chart in the deck that you published, there's quite a significant acceleration in line pricing in the past, called three-ish years. Have there been any notable drivers there to call out and just thoughts on the sustainability of that acceleration? Thanks. You bet. Look, if you look at it,

Ward Nye, CEO

it really does look a bit like aggregates. So I would say that the drivers that we've seen there have been very consistent with the drivers that we've seen in aggregates. And again, I think what's different in many respects is the overall market in lime is structured differently than aggregates is. So we don't see anything that should not allow that to be nicely durable as we continue through different cycles. And I think that's particularly true as we're looking at broader re-industrialization and more so in southern climates than in northeastern climates. So again, we like the industry. We like the structure, but we particularly like the geography

Michael J. Petro, CFO

of this business. Yeah, Brian, just on the acceleration coming out of COVID, similar to aggregates, though, as we said, when we were having double digits for a number of years, we didn't expect that rate of pricing to continue. We certainly still think the secular pricing dynamic of Lyme is better than that of aggregates, but not at that type of a rate. So it It will moderate from that type of growth rate.

Brian Brophy, Analyst — Stifel

Appreciate it. I'll pass it on.

Operator

Your next question comes from a line of Michael Finneger from Bank of America. Your line is open.

Michael Feniger, Analyst — Bank of America

Yeah, thanks for taking my questions, gentlemen. Can you just talk a little bit about this business, the revenue CAGR over the last few years, any variability through cycle, just seeing like 30% go to steel production, just kind of curious what the variability looks like when, you know, we go through certain soft patches in the industrial economy. And if you could just also highlight that the cost inputs, obviously we know for aggregates, fuel, diesel, what does it look like for this asset? Is it similar? And with, you know, EBITDA margins at 45%, obviously very healthy. Where was that a couple of years ago? Do you guys view that as peak or steady state in terms of how to grow that? Thanks, gentlemen.

Michael J. Petro, CFO

No, thank you. I would say the volume profile of this business is a lot more stable than that of aggregates. And for all the reasons Ward mentioned in his prepared remarks, aggregates is going to be, you know, susceptible to construction cycles. The water treatment, some of the other in-use categories that are stable and recurring tend to, you know, nice and consistent through cycles. The steel piece, you mentioned 28% of the volume. That's actually a, you know, we're seeing secular tailwinds in steel, in particular in the southern states where they're starting to build the new EAF production facilities. So that's actually a nice tailwind to volume currently. But, again, as we mentioned, those are the contracts that we have to supply that in market. So that's, you know, spoken for revenue for, you know, the next three to five years. So we feel very good about the product and the volume and the pricing going into the seal industry. I would say in terms of, you know, CAGRs over the last couple of years, it grows at a similar rate to what we've seen in aggregates. But the EBITDA was growing at a faster rate, and that's largely organically.

Operator

Your next question comes from a line of David McGregor from Longbow Research. Your line is open.

David McGregor, Analyst — Longbow Research

Yes, good morning, and congratulations on the transaction. I wanted to just, first of all, just a couple of quick clarifications, and then I had a couple of questions for you. But just are there any potential divestitures considered here, and will any of this be reported under aggregates, or is it all going into magnesium specialties?

Ward Nye, CEO

You know, a couple of things. Obviously, we would not have gone into this if we hadn't done a good bit of work on the marketplace and had a good feel for what it is. We don't believe that there's any meaningful overlap here at all. So we're not anticipating having any difficulty going through what we feel like will be an ordinary, normal HSR process. There are some circumstances in which they are producing stone in a number of places, including, by the way, one with Martin Marietta. They're viewing stone, and they have historically, as a product that needs to get out of the way as they go to their high calcium carbonate products. Obviously, we're going to think about it a little bit differently. But at the end of the day, they've got contracts in place with others, and that's how the marketing of that stone works. So as a practical matter, what you're going to see is this is going to be coming through the specialties portion of our business.

David McGregor, Analyst — Longbow Research

Got it. And then just a couple of quick questions. I guess, you know, 2 billion tons of reserves is an awfully big number. Is that all permitted at this point, or is that still it is all permitted?

Michael J. Petro, CFO

It's all permitted. Yeah, the reserves and resources number is actually quite larger, So that's going to be proven improbable.

David McGregor, Analyst — Longbow Research

Okay, good. And then last question, I'm just not sure how vertically integrated L&A was, but are they a customer of yours after the dust settles here? Are they maybe through the steel business or some of the other businesses they have?

Michael J. Petro, CFO

So just to be clear on steel, they're not in the steel business. Lime is a very critical product in steel production. So steel producers are a customer of L&A. So the lime is a fluxing agent in the production of steel that effectively removes impurities and creates the cementitious product slag, as we know it. So that's the exposure to steel is actually an emission-critical, I would say, input cost to the production of steel. You have to have high-cal and dolomitic lime in order to produce steel. And, David, that's not new to us.

Ward Nye, CEO

That's something we've been doing for years out of Woodville. So, again, it's a core competency that we've had for an extended period of time. We've had that Woodville operation since Martin Marietta went public. In fact, that business came along back in the day in many respects to give us enough revenue that we were a credible spin.

Michael J. Petro, CFO

So if you think about it, historically, you know, the lion's share of steel production in the U.S. had been in the Rust Belt areas where Woodville is located. It's been transitioning to the southeast over time, and that's where Lawast is located. So that's, again, why that's a secular tailwind to Lawast's North American volumes at the moment.

David McGregor, Analyst — Longbow Research

Okay. But the balance of their operations, they're not going to represent a significant amount of your revenue going forward?

Michael J. Petro, CFO

Well, we're combining with the entirety of their North American business, which is, you know, the line production, 20 locations in the 45 distribution terminals. They're a global business they are retaining, which is a global line business. But, yeah, they wouldn't be a customer.

David McGregor, Analyst — Longbow Research

Got it. Thanks very much. Congratulations.

Operator

Your next question comes from a line of Keith Hughes from Truist. Your line is open.

Brian Brophy, Analyst — Stifel

Thank you. You've answered the question. You've done a good job explaining this, but it's just specific on the transaction. Are you going to put a collar around the shares so the closing price is near where we are right now?

Michael J. Petro, CFO

No, the shares are fixed based on that 15-day VWAP that we mentioned in the prepared remarks, Keith.

Brian Brophy, Analyst — Stifel

The recent 15 days, is that correct?

Michael J. Petro, CFO

Yeah, the most recent 15 days at signing, which was Friday. Okay, great. Thank you, Keith.

Operator

Your next question comes from a line of Tyler Brown from Raymond James. Your line is open.

Tyler Brown, Analyst — Raymond James

hey good morning guys hi tyler hey just a couple quick ones hey michael i just want to reiterate so you do expect the deal to be accretive both including and excluding purchase accounting is

Michael J. Petro, CFO

that correct yes we just haven't done done the work yet so that's why we have the footnote but

Tyler Brown, Analyst — Raymond James

i would expect it to be okay secondly from a reporting perspective just given the pro forma size of the specialties business do you think you'll start giving us some unit economics or Or will there be some additional breakdown in the operating statistics maybe starting in, like, 27?

Michael J. Petro, CFO

Yeah, I would say more to come. But, yes, we certainly understand the scale of this. So we'll make sure to disclose an appropriate level of the metrics so that you can model the business appropriately.

Tyler Brown, Analyst — Raymond James

Okay, my last one, this one kind of goes back, Ward, to what you were talking about a couple questions ago. But I thought during the high-cal mining process, there typically are construction aggregates as a byproduct, and it's kind of hard to kind of view how they view those construction aggregates. So is there any synergy assumed, what's called a commercial opportunity, to think about the byproducts or those construction aggregates that get produced?

Ward Nye, CEO

Yeah, the short answer is no. We have not assumed any synergy of that in the data that we put out. So what you see are really operating synergies and the way that we'll pull that through in all the areas that Michael talked about. What can we look at operationally? What can we look at from a procurement perspective, et cetera? So that's the way we've measured that to date. Okay. All right. Thank you, guys. Thank you, Tyler.

Operator

Your next question comes from a line of Michael Dudas from Vertical Research. Your line is open.

Ward Nye, CEO

Good morning, Jacqueline, Michael, Ford.

Michael Dudas, Analyst — Vertical Research

Two questions. First, I'm going to be able to remember Andy, but you mentioned about the exposure in Texas that LSA brings to you guys. On a combined basis, how much revenues do you think will come from that state for the combined company?

Michael J. Petro, CFO

Yeah, we'll have to come back to you with that, but it certainly increases our exposure really in a durable fashion because a substantial percentage of L&A's business in Texas is going into infrastructure because, as Ward mentioned, it's specced in, Lime is a soil stabilizer, and TxDOT work.

Ward Nye, CEO

And keep in mind, Texas, even after the quick-crete transaction, which we sold our Midlothian plant and the Redimix business, is still our single largest state by revenue in Heritage Martin Marietta as well. So, again, part of what I outlined in the prepared remarks is if we're looking at Texas as a market, I mean, that has been an enormously attractive market over the last 10-plus years. We don't see anything that upsets that trajectory. And, in fact, on a comparative basis, it continues to look even more attractive because we think that's going to be ground zero for this next generation of data centers.

Michael Dudas, Analyst — Vertical Research

Yeah, good state to be in for sure, Ward. My follow-up is, Ward, I'm guessing this transaction didn't occur over a weekend. So maybe you could share a little bit of the thought process. When you're putting Get a Source 2030, when you looked at Premier, was these assets like a wish list? Hopefully they come available, something that just became opportunistic? Was this something that could have been part of the plan as you were putting together in the next five-year process?

Ward Nye, CEO

So thank you for the question. I would say several things. One, if we just start with the attractiveness matrix, you know what, it makes you number one. I mean, so much of what we've done over the last 15 years, whether it's been in stone or in this space, has been driven toward being the market leader. So this clearly puts us in that position, and we covet that. Number two, if we went back over strategic plans that management puts together that we discuss with our board, Has this been something that has been on that list for not months, as you said, but rather years? And as we've gone through different cycles for strategic planning, it has been. So, again, you're right. Nothing like this happens over the course of a weekend. But it is the product of long-term planning and making sure you're positioning the company for near-term performance, long-term vision, and long-term growth and shareholder value. And so we have long admired this business. I believe they've long admired ours, and it turned out to be an important moment, I believe, for the Bergman's family and for Martin Marietta.

Michael Dudas, Analyst — Vertical Research

Great part to this. Thank you, Ward.

Ward Nye, CEO

Thank you.

Operator

Your next question comes from a line of Ivan Yee from Wolf Research. Your line is open.

Michael Dudas, Analyst — Vertical Research

Good morning, guys. Thank you. Can you talk about what's Loas' market share in the U.S. lime market, and how fast is the overall lime market growing versus Loas? Meaning, are they taking share? Is share basically staying stable? Thank you.

Ward Nye, CEO

What I would say is the top two players are clearly the top two players. I mean, if you look at those two, I think what you'll find is the top two have over 50% of the market. I think what you'll find is clearly the lost is the clear number one. And I think once you get past the top two from a percentage perspective, it moves down pretty considerably. so I would hate to go through because I'm just going to be wrong if I give you very specific percentages. But I think directionally I've given you something that allows you to get to where you need to go with that, Ivan.

Brian Brophy, Analyst — Stifel

You bet.

Operator

And that concludes our question and answer session. I will now turn the call back over to Ward Nye for closing remarks.

Ward Nye, CEO

Again, thank you for joining today's conference call. This combination is the clear extension of our longstanding strategy strengthening our position upstream while enhancing the durability and quality of our earnings, all within our disciplined approach to capital allocation and the balance sheet. By bringing together two industry-leading organizations with complementary assets, shared cultures, and in irreplicable reserve positions, we're creating a stronger company with greater resilience and a longer runway for value creation. As always, we remain available for follow-up questions. Thank you again for your time and your continued support of Martin Marietta.

Operator

This concludes today's conference call. You may now disconnect.