UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 14, 2022
Summit Materials, Inc.
Summit Materials, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-36873 | 47-1984212 |
| Delaware | 333-187556 | 26-4138486 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1801 California Street, Suite 3500
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 893-0012
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Class A Common Stock (par value, $0.01 per share) | | SUM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Co-Registrant Document Type | 8-K |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Document Period End Date | December 14, 2022 |
| Co-Registrant Entity Central Index Key | 0001571371 |
| Co-Registrant Entity Address, Address Line One | 1801 California Street |
| Co-Registrant Entity Address, Address Line Two | Suite 3500 |
| Co-Registrant Entity Address, City or Town | Denver |
| Co-Registrant Entity Address, State or Province | Colorado |
| Co-Registrant Entity Address, Postal Zip Code | 80202 |
| Co-Registrant City Area Code | 303 |
| Co-Registrant Local Phone Number | 893-0012 |
| Co-Registrant Written Communications | false |
| Co-Registrant Soliciting Material | false |
| Co-Registrant Pre-commencement Tender Offer | false |
| Co-Registrant Pre-commencement Issuer Tender Offer | false |
| Co-Registrant Entity Emerging Growth Company | false |
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment No. 5 to Amended and Restated Credit Agreement
On December 14, 2022, Summit Materials, LLC (“Summit LLC”), an indirect subsidiary of Summit Materials, Inc., and the guarantors party thereto entered into Amendment No. 5 (“Amendment No. 5”) to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (together with Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017, Amendment No. 3, dated as of May 22, 2018 and Amendment No. 4, dated as of February 25, 2019, the “Credit Agreement”), governing Summit LLC’s senior secured credit facilities, among Summit LLC, as borrower, the guarantors party thereto, the several banks and other financial institutions or entities party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto.
Amendment No. 5 amended the Credit Agreement to, among other things, in respect of the term loan facility thereunder (the “Term Loan Facility”), (a) refinance the existing $510.0 million of existing term loans with new term loans under the Term Loan Facility bearing interest, at Summit LLC’s option, based on either the base rate or Term SOFR rate and an applicable margin of (i) 2.00% per annum with respect to base rate borrowings and a floor of 1.00% per annum or (ii) 3.00% per annum with respect to Term SOFR borrowings, with a SOFR adjustment of 0.10% per annum and a floor of zero, (b) provide for a maturity date for the Term Loan Facility of five years from the effective date of Amendment No. 5 (the “Amendment No. 5 Effective Date”), (c) subject the new term loans to a 1.00% prepayment premium in respect of any principal amount repaid in connection with certain repricing transactions occurring within six months following the Amendment No. 5 Effective Date, (d) require quarterly amortization payments in respect of the Term Loan Facility equal to 1.00% per annum, payable quarterly in arrears based on the principal amount of the Term Loan Facility on the Amendment No. 5 Effective Date, (e) modify certain covenants and mandatory prepayment provisions to provide greater flexibility for Summit LLC under the Credit Agreement and (f) release all of the mortgaged property from the collateral securing the senior secured credit facilities under the Credit Agreement. All other material terms and provisions of the Term Loan Facility remain substantially the same as the terms and provisions in place immediately prior to the Amendment No. 5 Effective Date.
The foregoing description of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5 which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Amendment No. 5, dated as of December 14, 2022, to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (as amended by Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017, Amendment No. 3, dated as of May 22, 2018 and Amendment No. 4, dated as of February 25, 2019), among Summit Materials, LLC, as the borrower, the guarantors party thereto, the several banks and other financial institutions or entities from time to time party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto. |
| | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | SUMMIT MATERIALS, INC. |
| DATED: December 14, 2022 | | |
| | | By: | /s/ Christopher B. Gaskill |
| | | Name: | Christopher B. Gaskill |
| | | Title: | EVP, Chief Legal Officer & Secretary |
| | | SUMMIT MATERIALS, LLC |
| DATED: December 14, 2022 | | |
| | | By: | /s/ Christopher B. Gaskill |
| | | Name: | Christopher B. Gaskill |
| | | Title: | Secretary |
