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): November 27, 2023
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 | November 27, 2023 |
| 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 7.01. | Regulation FD Disclosure. |
On November 27, 2023, Summit Materials, Inc. (“Summit Inc.”) issued a press release announcing that its indirect subsidiaries Summit Materials, LLC and Summit Materials Finance Corp. (collectively, the “Issuers”, and, together with Summit Inc., the “Company”) intend to offer $800.0 million aggregate principal amount of their senior notes due 2031 in a private offering (the “Offering”). The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Offering, the Issuers are disclosing certain information to prospective investors in a preliminary offering memorandum dated November 27, 2023 (the “Preliminary Offering Memorandum”). Pursuant to Regulation FD, the Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the sections captioned “Offering Memorandum Summary—Summary Historical Consolidated Financial and Other Data of Summit LLC and Subsidiaries,” “—Summary Historical Consolidated and Combined Financial and Other Data of Argos USA and Subsidiaries” and “—Summary Unaudited Pro Forma Condensed Combined Financial Information” from the Preliminary Offering Memorandum.
The information included in this Current Report on Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.
The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this Current Report on Form 8-K, including the exhibits hereto, contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in the registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as such factors may be updated from time to time in the registrants’ periodic filings with the Securities and Exchange Commission. The registrants disclaim any obligation to update forward-looking statements, except as may be required by law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SUMMIT MATERIALS, INC. |
| | SUMMIT MATERIALS, LLC |
| Date: November 27, 2023 | |
| | | |
| | By: | /s/ Christopher B. Gaskill |
| | Name: | Christopher B. Gaskill |
| | Title: | EVP, Chief Legal Officer & Secretary |
