This subsection of the proxy statement describes the material provisions of the Transaction Agreement, but does not purport to describe all of the terms of the Transaction Agreement. The following summary is qualified in its entirety by reference to the complete text of the Transaction Agreement, which is attached as Annex A hereto. You are urged to read the Transaction Agreement in its entirety because it is the primary legal document that governs the Transaction.

The Transaction Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Transaction Agreement, as of the closing date, or as of other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Transaction Agreement. The representations, warranties and covenants in the Transaction Agreement are also modified in important part by the underlying disclosure schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.

On September 7, 2023, Summit entered into the Transaction Agreement with Argos USA, Cementos Argos, and the Argos Parties, pursuant to which, upon the terms and subject to the conditions set forth therein, Summit will acquire all of the outstanding equity interests of Argos USA from the Argos Parties. After giving effect to the Transaction, it is anticipated that Summit’s current stockholders will own approximately 69% of Summit and Cementos Argos will indirectly own, in the aggregate, approximately 31% of Summit.

Pursuant to the terms and conditions of the Transaction Agreement, the aggregate consideration to be paid to the Argos Parties in the Transaction will consist of (i) $1.2 billion of cash (subject to customary adjustments), (ii) 54,720,000 shares of Class A Common Stock and (iii) onethe Preferred Share of Summit.Share. Adjustments to the Closing Consideration will be estimated on the closing date, with any upward or downward adjustments to the Closing Consideration to be made against the Cash Consideration. Unless there is a dispute with respect to Closing Consideration adjustments, the Closing Consideration adjustments will then be trued-up promptly following the closing to account for the actual amounts of such adjustments as of the closing. To the extent the final Closing Consideration after accounting for all adjustments is less than or greater than the estimated Closing Consideration

In connection with the Transaction Agreement, Summit and Cementos Argos and/or certain of their affiliates will enter into certain related agreements, including the Stockholder Agreement, the Registration Rights Agreement, the Restrictive Covenant Agreements, the Transition Services Agreement, the Support Services Agreement, the Cement Supply Agreement, Intellectual Property License Agreement, Logistics Service Agreement (Cartagena), Master Purchase Agreement, and Logistics Support Agreement (International) and other agreements, documents, instruments and certificates contemplated by the Transaction Agreement to be executed in connection with the transactions contemplated thereby.

Under the Transaction Agreement, certain representations and warranties of Argos USA are qualified in whole or in part by a “Material Adverse Effect” standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Transaction Agreement, an “Argos USA Material Adverse Effect” means any event, change, circumstance, effect, occurrence, condition, state of facts or development (an “Effect”) that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, financial condition or results of operations of the ANAC Companies, taken as a whole, excluding any event, change, circumstance, effect, occurrence, condition, state of facts or development to the extent arising or resulting from (A) Effects generally in financial or securities markets or in the general economic, political, regulatory or business conditions in the jurisdictions where the ANAC Companies have operations, (B) Effects generally affecting the industries in which the ANAC Companies operate, (C) Effects in applicable law or in GAAP (or interpretations or enforcement thereof), (D) Effects resulting from acts of war (whether or not declared), terrorism, civil disobedience, sabotage, military actions or the escalation of any of the foregoing, whether perpetrated or encouraged by a state or non-state actor or actors (including cyberattacks), any weather or natural disaster, or any outbreak or worsening of illness or other public health event (including COVID-19), any restrictions that relate to or arise out of any such illness or public health event (including any COVID-19 measures), (E) the public announcement, pendency or consummation of the Transaction Agreement or any of the other Transaction Documents or the Transaction, including the impact thereof on the relationships, contractual or otherwise, of any ANAC Company or the business, operations and activities of the ANAC Companies as conducted or operated during the 12-month period prior to the date of the Transaction Agreement (the “ANAC Business”) with customers, governmental authorities, employees, labor organizations, suppliers, distributors, financing sources, partners or others with similar relationships (provided that clause (E) will not apply to a breach of any representation, warranty or covenant to the extent the purpose of such representation, warranty or covenant is to address the consequences resulting from the announcement, pendency or consummation of the Transaction Agreement or any of the other Transaction Documents or the Transaction, including for the purposes of Article 9 of the Transaction Agreement (the parties’ conditions to closing of the Transaction)), (F) any actions not permitted to be taken by Cementos Argos, any Argos Party or any ANAC Company due to Section 6.01(b) of the Transaction Agreement (Argos USA’s interim operating covenants), for which Summit declines to provide its consent after Cementos Argos’s reasonable written request therefor (provided that clause (F) will not apply to a breach of any representation, warranty or covenant to the extent the purpose of such representation, warranty or covenant is to address the consequences resulting from the announcement or pendency of the Transaction Agreement or any of the other Transaction Documents or the consummation of the Transaction, including for the purposes of Article 9 of the Transaction Agreement (the parties’ conditions to closing of the Transaction)) or (G) any failure of any of the ANAC Companies to meet, with respect to any period or periods, any internal projections, forecasts, estimates of earnings or revenues or business plans (but not the underlying facts, basis or circumstances giving rise to such failure to meet projections, forecasts, estimates of earnings or revenues or business plans, which may be taken into account in determining whether there has been or would reasonably be expected to be an Argos USA Material Adverse Effect); provided, however, that if any Effect described in any of clauses (A) through (D) has a disproportionate and adverse effect on the ANAC Companies, taken as a whole, relative to other participants in the industry in which the ANAC Companies operate, the impact thereof will be taken into account in determining whether there has been, or would reasonably be expected to be, an Argos USA Material Adverse Effect but solely to the extent of such disproportionate and adverse effect, and then only to the extent otherwise permitted by this definition.

Under the Transaction Agreement, certain representations and warranties of Summit are qualified in whole or in part by a “Material Adverse Effect” standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Transaction Agreement, a “Summit Material Adverse Effect” means any Effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, financial condition or results of operations of Summit or any of its subsidiaries, taken as a whole, excluding any event, change, circumstance, effect, occurrence, condition, state of facts or development to the extent arising or resulting from (A) Effects generally in financial or securities markets or in the general economic, political, regulatory or business conditions in the jurisdictions where Summit or any of its subsidiaries have operations, (B) Effects generally affecting the industries in which Summit or any of its subsidiaries operate, (C) Effects in applicable law or in GAAP (or interpretations or enforcement thereof), (D) Effects resulting from acts of war (whether or not declared), terrorism, civil disobedience, sabotage, military actions or the escalation of any of the foregoing, whether perpetrated or encouraged by a state or non-state actor or actors (including cyberattacks), any weather or natural disaster, or any outbreak or worsening of illness or other public health event (including COVID-19), any restrictions that relate to or arise out of any such illness or public health event (including any COVID-19 measures), (E) the public announcement, pendency or consummation of the Transaction Agreement or any of the other Transaction Documents or the Transaction, including the impact thereof on the relationships, contractual or otherwise, Summit or any of its subsidiaries with customers, governmental authorities, employees, labor organizations, suppliers, distributors, financing sources, partners or others with similar relationships (provided that clause (E) will not apply to a breach of any representation, warranty or covenant to the extent the purpose of such representation, warranty or covenant is to address the consequences resulting from the announcement, pendency or consummation of the Transaction Agreement or any of the other Transaction Documents or the Transaction, including for purposes of Article 9 of the Transaction Agreement (the parties’ conditions to closing of the Transaction), (F) any actions not permitted to be taken by Summit due to Section 6.02(b) of the Transaction Agreement (Summit’s interim operating covenants), for which Cementos Argos declines to provide its consent after Summit’s reasonable written request therefor (provided that clause (F) will not apply to a breach of any representation, warranty or covenant to the extent the purpose of such representation, warranty or covenant is to address the consequences resulting from the announcement or pendency of the Transaction Agreement or any of the other Transaction Documents or the consummation of the Transaction, including for purposes of Article 9 of the Transaction Agreement (the parties’ conditions to closing of the Transaction)), or (G) any failure of any of Summit to meet, with respect to any period or periods, any internal or public projections, forecasts, estimates of earnings or revenues or business plans (but not the underlying facts, basis or circumstances giving rise to such failure to meet projections, forecasts, estimates of earnings or revenues or business plans, which may be taken into account in determining whether there has been or would reasonably be expected to be a Summit Material Adverse Effect); provided, however, that if any Effect described in any of clauses (A) through (D) has a disproportionate and adverse effect on Summit and its subsidiaries, taken as a whole, relative to other participants in the industry in which Summit or any of its subsidiaries operate, the impact thereof will be taken into account in determining whether there has been, or would reasonably be expected to be, a Summit Material Adverse Effect but solely to the extent of such disproportionate and adverse effect, and then only to the extent otherwise permitted by this definition.

The closing of the Transaction is scheduled to take place in New York, NY at the offices of Davis Polk, or remotely by the electronic exchange of documents as soon as possible but in any event no later than the third business day after the conditions described below under the subsection “— Conditions to Closing of the Transaction” have been satisfied, or, to the extent permitted under applicable law, waived in writing by the party to the Transaction Agreement entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at closing, but subject to the satisfaction or, to the extent permitted under applicable law, waiver in writing of such conditions by the party or parties entitled to the benefit of such conditions) or on such other date as Summit and Cementos Argos mutually agree in writing.

The obligations of the parties to consummate the closing of the Transaction is subject to the satisfaction of the following conditions (or, to the extent permitted by applicable law, waiver by each of (i) Summit and (ii) Cementos Argos, on behalf of Cementos Argos, the Argos Parties and Argos USA):

The obligations of Summit to consummate the closing of the Transaction is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Summit) of the following further conditions:

The obligation of Cementos Argos, Argos USA and the Argos Parties to consummate the closing of the Transaction is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Cementos Argos on behalf of Cementos Argos, Argos USA and the Argos Parties) of the following further conditions:

Under the Transaction Agreement, Argos USA made customary representations and warranties relating to: existence and power, authorization, government authorization, noncontravention, capitalization, financial statements, absence of certain changes, no undisclosed liabilities, material contracts, taxes, title to and sufficiency of assets, litigation, compliance with laws and court orders, properties, intellectual property, data privacy and security, insurance coverage, licenses and permits, finders’ fees, environmental matters, employees and labor matters, employee benefits, affiliate transactions, FCPA and compliance with office of foreign assets control, accounts receivable, accounts payable and inventory, working capital, trade allowances, product liability, disclosure documents and mineral rights.

Under the Transaction Agreement, the Argos Parties made customary representations and warranties relating to: existence and power, authorization, governmental authorization, noncontravention, ownership of purchased shares, litigation and governmental orders, investment intent, accredited investor and independent investigation, no reliance and disclosure documents.

Under the Transaction Agreement, the Summit parties made customary representations and warranties relating to: existence and power, authorization, governmental authorization, capitalization, noncontravention, litigation, finders’ fees, issuance of shares, absence of certain changes, public filings, financing, financial statements, no undisclosed liabilities, compliance with laws and court orders, FCPA and compliance with office of foreign assets control, taxes and disclosure documents.

Cementos Argos and the Argos Parties, in each case, solely to the extent related to the ANAC Business, and Argos USA made certain covenants under the Transaction Agreement, including, except as required by applicable law or under the Transaction Agreement, set forth in the underlying disclosure schedule or as consented to by Summit in writing (such consent not to be unreasonably withheld, conditioned or delayed), that, prior to the closing of the Transaction, Cementos Argos, the Argos Parties and Argos USA will, and will cause each of its subsidiaries to (i) use their reasonable best efforts to conduct the ANAC Business in the ordinary course in all material respects and, to the extent consistent with the foregoing clause (i), and (ii) use their reasonable best efforts to (A) preserve intact the present business organization of the ANAC Companies and the ANAC Business and (B) keep available the services of the directors and officers of Argos USA, and (C) maintain existing relationships with the customers, lenders, suppliers, lessors and others having material business relationships with the ANAC Business.

Prior to the closing of the Transaction, except as required by applicable law or under the Transaction Agreement, set fort in the underlying disclosure schedule or as consented to by Summit in writing (such consent not to be unreasonably withheld, conditioned or delayed) Argos USA may not, and will cause its subsidiaries not to (and Cementos Argos and the Argos Parties, in each case, solely to the extent related to the ANAC Business, will cause the ANAC Companies not to):

Prior to the closing of the Transaction, except as required by applicable law or under the Transaction Agreement, set forth in the underlying disclosure schedule or as consented to by Cementos Argos in writing (such consent not to be unreasonably withheld, conditioned or delayed), Summit made certain covenants under the Transaction Agreement, including covenants that Summit will, and will cause each of its subsidiaries to (i) use their reasonable best efforts to conduct its business in the ordinary course in all material respects and (ii) use their reasonable best efforts to (A) preserve intact its present business organization and (B) keep available the services of the directors and officers of Summit, and (C) maintain existing relationships with the customers, lenders, suppliers, lessors and others having material business relationships with it.

Subject to certain exceptions, prior to the closing of the Transaction, except as required by applicable law, or under the Transaction Agreement, or as consented to by Cementos Argos in writing (such consent not to be unreasonably withheld, conditioned or delayed), Summit may not, and will cause its subsidiaries not to:

Additionally, until the earlier of the closing of the Transaction and the termination of the Transaction Agreement pursuant to its terms, Summit may not and must cause its subsidiaries not to, consummate or enter into any agreement providing for any investment, acquisition, or other business combination that would reasonably be expected to prevent, enjoin or materially delay the consummation of the closing of the Transaction.

In addition to the above covenants, Summit made certain non-solicitation covenants in respect of a Summit Acquisition Proposal and a Superior Proposal (each as defined below).

During the period from the date of the Transaction Agreement and continuing until the earlier of the termination of the Transaction Agreement pursuant to its terms or the closing, Summit will not, will cause its subsidiaries not to and will instruct its and their respective representatives not to, directly or indirectly:

Prior to the earlier of the termination of the Transaction Agreement pursuant to its terms and the closing of the Transaction, Summit must (i) notify Cementos Argos promptly (and in any event no later than 24 hours) (A) of the receipt by Summit of any Summit Acquisition Proposal (including any bona fide offer, inquiry, proposal or indication of interest with respect to thereto) or any amendment or modification to the material terms of any Summit Acquisition Proposal and such notice must include, to the extent then known to Summit, the identity of the person making the applicable Summit Acquisition Proposal (or bona fide offer, inquiry, proposal or indication of interest with respect to thereto) and the material terms and conditions thereof (along with unredacted copies of all material proposed transaction agreements and other material documents provided in connection therewith) and (B) of any request for nonpublic information relating to Summit or any of its subsidiaries or for access to the business, properties, assets, books or records or personnel of Summit or any of its subsidiaries by any third party that has notified Summit that it is considering making, or has made, a Summit Acquisition Proposal and (ii) keep Cementos Argos reasonably informed on a reasonably current basis (and, in any event, within 24 hours) of any changes to the status and material terms and conditions (along with unredacted copies of all material proposed transaction agreements and other material documents provided in connection therewith, including any amendments thereto) of any Summit Acquisition Proposal (or bona fide offer, inquiry, proposal or indication of interest with respect to thereto).

A “Summit Acquisition Proposal” means, other than the Transaction, any offer or proposal from any third party person or group, relating to, in a single transaction or a series of related transactions, (i) any acquisition or purchase, directly or indirectly, of 20% or more of the consolidated assets of Summit and its subsidiaries or 20% or more of any class of equity or voting securities of Summit and its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Summit and its subsidiaries, (ii) any tender offer or exchange offer that, if consummated, would result in such third party person or group beneficially owning 20% or more of any class of equity or voting securities of Summit and its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Summit and its subsidiaries, or (iii) a merger, consolidation, amalgamation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Summit and its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Summit and its subsidiaries.

Prior to the Stockholder Approval:

Following the date of the Transaction Agreement, Summit will, and will use reasonable best efforts to cause its subsidiaries and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted with respect to any Summit Acquisition Proposal, or proposal that would reasonably be expected to lead to a Summit Acquisition Proposal.

Each of Cementos Argos, Argos USA, the Argos Parties and Summit will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the transactions contemplated by the Transaction Agreement, including using reasonable best efforts in:

Each Party must (i) keep the other apprised of the status of matters relating to the completion of the transaction and the other transactions contemplated by the Transaction Agreement and work cooperatively in connection with obtaining all required approvals; (ii) promptly notify the other parties of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental authority, and, subject to applicable law, permit the other parties to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any of the foregoing; (iii) promptly provide all documents requested by the FTC, the Antitrust Division, any State Attorney General or any other governmental authority to the extent reasonably necessary or advisable to obtain as promptly as practicable all required approvals; (iv) promptly consult with the other party to the Transaction Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any governmental authority and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental authority; (v) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with the Transaction Agreement or the closing of the Transaction unless it consults with the other parties in advance and, to the extent permitted by such governmental authority, gives the other parties the opportunity to attend and participate thereat; and (vi) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any governmental authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with the Transaction Agreement.

The parties to the Transaction Agreement have also (i) agreed to take certain actions with respect to tax matters and (ii) made certain covenants related to, among other things, (a) employee matters, (b) Summit's obligation to use its reasonable best efforts to consummate the Debt Financing (as defined in the Transaction Agreement) and (c) the filing of a proxy statement relating to the Stockholder Approval.

In conjunction with the entry into the Transaction Agreement, Summit entered into a binder agreement for a representation and warranty insurance policy (the “R&W Insurance Policy”), which will be bound by Illinois Union Insurance Company and the other excess insurers at the closing of the Transaction. The R&W Insurance Policy is subject to a limit of liability of $175,000,000 in the aggregate, a retention amount of $16,000,000 in the aggregate for all claims except for certain exclusions, deductibles and other terms and conditions set forth therein.

Subject to the limitations set forth below under “—Survival of Representations,” and subject to the subrogation rights of the Argos Parties under the Transaction Agreement and the R&W Insurance Policy at and after the closing, Cementos Argos and the Argos Parties will, jointly and severally, indemnify Summit, each ANAC Company and each of their respective officers, directors, employees, affiliates and agents and each of their respective successors and permitted assigns (collectively, the “Summit Indemnified Parties”) against and agrees to defend and hold each of them harmless from any and all damages, incurred or suffered by any Summit Indemnified Party (regardless of whether the damages arise as a result of the negligence, strict liability, or other liability under any theory of law or equity of any person and whether involving a third-party claim or claims solely between the parties) arising out of, relating to or resulting from or under:

Except with respect to claims of Fraud, the maximum aggregate amount of indemnifiable damages that may be recovered from Cementos Argos or any Argos Party pursuant to these indemnification provisions is $3,170,000,000.

Under the Transaction Agreement, Summit will indemnify Cementos, each Argos Party and each of their respective officers, directors, employees, affiliates (other than the ANAC Companies) and agents and each of their respective successors and permitted assigns (collectively, the “Argos Party Indemnified Parties”) against and will defend hold each of them harmless from any and all damages, incurred or suffered by such Argos Party Indemnified Party (regardless of whether such damages arise as a result of the negligence, strict liability, or other liability under any theory of law or equity of any Person and whether involving a third-party claim or claims solely between the Parties) arising out of, relating to or resulting from or under:

Except with respect to claims of Fraud, the maximum aggregate amount of indemnifiable damages that may be recovered from Summit pursuant to these indemnification provisions is $3,170,000,000.

The Transaction Agreement may be terminated notwithstanding any approval of the Transaction Agreement by the equityholders of Argos USA or the stockholders of Summit, as follows:

In addition to the above risks, if the Transaction Agreement is terminated for specified reasons, including:

Upon completion of the Transaction, Cementos Argos pursuant to an Adverse Recommendation Change, Summit must paywill become the holder of shares of Class A Common Stock and one Preferred Share. For additional information, please see “The Transaction — The Transaction Agreement — Certificate of Designation; Preferred Share.” The market price of shares of Common Stock may fluctuate significantly following completion of the Transaction and holders of Common Stock could lose some or cause to be paid to Cementos Argos in immediately available funds an amount equal toall of the $100,000,000 (the “Summit Termination Fee”),value of their investment in the caseCommon Stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the Common Stock, regardless of Summit's actual operating performance.

In connection with the pendency of the Transaction, it is possible that certain persons with whom we or any of the ANAC Companies have a termination by Cementos Argos, within two business days afterrelationship may delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with us or such termination and, inANAC Company, as the case ofmay be, as a termination by Summit, before or contemporaneously with such termination; or

Under the terms of the Transaction Agreement, we are subject to certain restrictions on the conduct of our business prior to the consummation of the Transaction, which may adversely affect our ability to execute certain of our business strategies. Among other restrictions, Summit is restricted, in certain cases, from amending its governing documents in certain ways, paying certain dividends or granting certain equity awards to its employees. Such limitations could negatively affect our businesses and operations prior to the completion of the Transaction.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Transaction, combining the operations of Argos USA with ours and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Summitus whether or ‎by Cementosnot the Transaction is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance and benefit costs. We will also incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of Argos USA, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near-term or Summitat all.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination or transaction agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and other resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

Lawsuits that may be brought against us, Argos USA or our or its directors could also seek, among other things, injunctive relief or other equitable relief, including a request to enjoin us from consummating the Transaction. One of the conditions to the closing of the Transaction is that there is no law, judgement, decree, writ, injunction, stipulation, ruling, award, decision, subpoena, determination, verdict or order has not been consummatedentered, issued, made or rendered by any governmental authority or legally binding arbitrator of competent jurisdiction that would prohibit, enjoin, restrain or make illegal the consummation of the Transaction or impose certain burdensome conditions. Consequently, if a plaintiff is successful in obtaining an order, award or judgment prohibiting completion of the Transaction, that order, award or judgment may delay or prevent the Transaction from being completed within the expected time frame or at all, which may adversely affect our business, financial position and results of operations.

The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not received atnecessarily indicative of what our actual financial position or results of operations would have been had the Summit stockholder meeting, (B)Transaction been completed on the dates indicated. Further, our actual results and financial position after the Transaction may differ materially and adversely from the pro forma information that is included in this proxy statement.

On September 5, 2023, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Consideration to be paid by Summit pursuant to the Transaction Agreement was fair from a financial point of view to Summit. Changes in the operations and priorprospects of Argos USA or Summit, general market and economic conditions and other factors that may be beyond our control, and on which the opinion of Morgan Stanley was based, may alter our or Argos USA’s value or the price at which shares of our common stock are traded by the time the Transaction is completed. We have not obtained, and we do not expect to request, an updated opinion from our financial advisor. Morgan Stanley’s opinion does not speak to the time when the Transaction will be completed or to any date other than the date of termination (insuch opinion. As a result, the caseopinion does not and will not address the fairness, from a financial point of view, of the Consideration to be paid by us in the Transaction pursuant to the Transaction Agreement at the time the Transaction is completed or at any time other than the date when opinion was rendered. For a more complete description of the opinion that our Board received from our financial advisor and a summary of the material financial analyses Morgan Stanley provided to our Board in connection with rendering such opinion, please refer to “The Transaction — Certain Unaudited Financial Projections — Opinion of Financial Advisor to Summit” beginning on page 56 of this proxy statement and the full text of such written opinion included as Annex K to this proxy statement.

Our obligation under the Transaction Agreement to consummate the Transaction is not conditioned on our obtaining any financing for the Transaction. In connection with the Transaction, we have obtained commitments for up to $1,300 million in borrowings under a committed 364-Day Bridge Facility to finance the Cash Consideration for the Transaction, subject to certain conditions. We have also entered into a purchase agreement related to the issuance of senior unsecured notes and expect to amend our existing corporate credit facility (the “Existing Credit Facility”) to provide for the incurrence of a terminationnew term loan facility, which together are expected to provide the funds needed to complete the Transaction and to repay our existing term loans.

In calculating our interest expense for purposes of the unaudited pro forma condensed combined financial data presented in this offering memorandum, we have made certain assumptions with respect to the interest rates that would apply to the debt we will incur at the closing of the Transaction. These adjustments are set forth in “Unaudited Pro Forma Condensed Combined Financial Information.” The actual interest rates on the debt we will incur at the closing of the Transaction hasmay differ materially from the assumed interest rates we have used in preparing the unaudited pro forma condensed combined financial information, based on fluctuations in interest rates and/or variability in actual amounts drawn on financing facilities.

Additionally, the success of the Transaction Agreement by Summit) orwill depend, in part, on the date ofCompany's ability to realize the Summit stockholders meeting (or a termination inanticipated benefits from combining Argos USA’s and the caseCompany's businesses, including operational and other

Immediately following the consummation of the Summit stockholder meeting (inTransaction, Cementos Argos will own, in the caseaggregate, approximately 31% of the outstanding Common Stock. As a result, Cementos Argos will have significant influence over us. Going forward, Cementos Argos’s degree of influence will depend on, among other things, its level of ownership of our common stock and its ability to exercise certain rights under the terms of the Stockholders Agreement that the Summit Stockholder Approval is not received at the Summit stockholder meeting) and (C) within 12 months after the date of terminationwe will enter with Cementos Argos in connection with the foregoing provisions,Transaction and Transaction Agreement.

Under the Stockholders Agreement, for so long as Cementos Argos continues to beneficially own at greater than 25.0% of the then-outstanding shares of Class A Common Stock, neither Summit nor any of its subsidiaries may take any of the following actions without the prior written consent of Cementos Argos, such approval not to be unreasonably withheld, conditioned or delayed: (i) voluntarily incur “Indebtedness” (as defined in the Credit Agreement) if immediately following such incurrence, either Summit’s (1) Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement), or any substantially equivalent term in the Credit Agreement, would exceed 6.00:1.00 or (2) Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement), or any substantially equivalent term in the Credit Agreement, would exceed 8.00:1.00, (ii) enter into any material agreements or arrangements with affiliates of Summit enters intoor its subsidiaries providing for payments to such affiliates in excess of $20,000,000, subject to certain exceptions, (iii) fundamentally change the business of Summit and its subsidiaries, taken as a definitive agreementwhole, in a manner that would constitute a significant departure from the construction materials industry or result in Summit and its subsidiaries, taken as a whole, ceasing to operate in the construction materials industry, (iv) voluntarily liquidate, dissolve or wind-up the business and affairs of the Company; or (v) authorize, agree or commit to do any of the foregoing.

Following completion of the Transaction, the size of the Company’s business will increase significantly beyond its current size. The Company’s future success will depend, in part, on the Company’s ability to manage this expanded business, which poses numerous risks and uncertainties, including with respect to the need to integrate the operations and business of Argos USA into the Company’s existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.

Based on the number of outstanding shares of Class A Common Stock as of December 11, 2023, immediately after the Transaction is completed, it is expected that, on a fully-diluted basis, Summit’s current stockholders will collectively own approximately 69% and Cementos Argos will own approximately 31% of the outstanding shares of Class A Common Stock. As a result of the Transaction, Summit’s current stockholders will own a smaller percentage of Summit Acquisition Proposalthan they currently own, and as a result will have less influence over Summit’s management and policies.

Shares of Class A Common Stock that are issued to the Cementos Argos in connection with the Transaction will become freely tradable, following the Lock-Up Termination Date, once registered pursuant to the Registration Rights Agreement or (2) a Summit Acquisition Proposal is subsequently consummatedsold in compliance with Rule 144 promulgated under the Securities Act

While Cementos Argos may pursue bothwish to dispose of some or all of their interests in Summit, and as a grantresult may seek to sell their shares of specific performanceClass A Common Stock. These sales (or the perception that these sales may occur), coupled with the increase in the number of outstanding shares of Class A Common Stock, may affect the market for, and the paymentmarket price of, the Summit Termination Fee, Cementos Argos is not permitted or entitled to receive both a grant of specific performance that resultsClass A Common Stock in the closing and any money damages, including all or any portion of the Summit Termination Fee.an adverse manner.