UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report ~~report~~ (Date of earliest event reported): ~~September~~ 7December 14, 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.)

Delaware	001-36873	47-1984212
Delaware	333-187556	26-4138486
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1801 California Street, Suite 3500
Denver, Colorado 80202

1801 California Street, Suite 3500

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone ~~Telephone Number~~number, ~~Including Area~~including ~~Code~~area code: (303) 893-0012

Not Applicable

(Former Name or ~~Former~~ 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 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities ~~Exchange~~ Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

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. ☐¨

Item 7.01. Regulation FD Disclosure.

~~Press~~Item ~~Release~~1.01. Entry into a Material Definitive Agreement.

OnIndenture ~~September 7, 2023, Summit Materials, Inc. (the “Company”) issued a press release announcing the entry by the Company into a Transaction Agreement (the “Transaction Agreement”)~~ with ~~Argos~~respect North America, Corp., a Delaware corporation (“Argos USA”), Cementos Argos S.A., a sociedad anónima incorporated in the Republic of Colombia (“Cementos Argos”), Argos SEM LLC, a Delaware limited liability company (“Argos SEM”) and Valle Cement Investments, Inc., a sociedad anónima incorporated in the Republic of Panama (“Valle Cement” and, together with Argos SEM, the “Argos Parties”), pursuant to ~~which, upon the terms and subject to the conditions set forth therein, the Company will acquire all of the outstanding equity interests of Argos USA from the Argos Parties~~7.250% ~~The~~Senior ~~full~~Notes ~~text~~due ~~of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.~~2031

~~Investor~~On ~~Presentation~~December 14, 2023, Summit Materials, LLC (the “Company”) and Summit Materials Finance Corp. (together with the Company, the “Issuers”), indirect subsidiaries of Summit Materials, Inc., issued and sold $800.0 million aggregate principal amount of their 7.250% Senior Notes due 2031 (the “Notes”), which mature on January 15, 2031, pursuant to an indenture dated as of December 14, 2023, by and among the Issuers, the subsidiary guarantors named on the signature pages thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”) (the “Indenture”). The Notes were sold within the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

OnThe ~~September~~Notes 7,were ~~2023,~~issued ~~the~~at 100.0% of their par value. ~~Company~~The ~~posted~~Notes onbear ~~its~~interest ~~website,~~at ~~www~~a rate of 7.~~summit-materials.com~~250% per year, ~~under~~payable ~~“Investor~~semi-annually ~~Relations,”~~in anarrears. ~~investor~~The ~~presentation~~Issuers’ (obligations under the ~~“Investor~~Notes ~~Presentation”).~~are Aguaranteed ~~copy~~on a senior unsecured basis by all of the ~~Investor~~Company’s ~~Presentation~~existing ~~that~~and ~~was~~future ~~posted~~wholly-owned bydomestic ~~the~~restricted ~~Company~~subsidiaries that isguarantee ~~furnished~~its assenior ~~Exhibit~~secured ~~99.2~~credit ~~hereto~~facilities and isits ~~incorporated in~~existing ~~this~~senior ~~Item 7~~notes.01 The Notes are not guaranteed by ~~reference~~Summit Materials, Inc.

The ~~information~~gross ~~included~~proceeds ~~under Item~~from ~~7.01~~the offering of ~~this~~the ~~Current~~Notes were ~~Report~~placed onin ~~Form~~a ~~8-K~~segregated isaccount. ~~being~~If ~~furnished~~the ~~and~~Company’s ~~shall~~previously-announced ~~not~~transaction bewith ~~deemed~~Cementos ~~“filed”~~Argos ~~for~~S.A. ~~purposes~~to ofacquire ~~Section~~all 18 of the ~~Securities~~outstanding ~~Exchange~~equity ~~Act~~interests of ~~1934,~~Argos asNorth ~~amended~~America Corp. (the “~~Exchange~~Argos ~~Act~~Transaction”), oris ~~otherwise~~not ~~subject~~consummated toby ~~the~~November 25, 2024 ~~liabilities~~or ofif ~~such~~the ~~section. The~~transaction ~~information~~agreement infor ~~Item~~the ~~7.01~~Argos ofTransaction ~~this~~is ~~Current~~terminated ~~Report~~prior onto ~~Form~~such ~~8-K~~date, ~~including~~the ~~Exhibit~~proceeds ~~99.1~~will ~~and~~be ~~Exhibit~~released ~~99.2~~to Wilmington Trust, ~~shall~~National ~~not~~Association, beas ~~incorporated~~trustee, ~~by reference~~to ~~into~~redeem ~~any filing under~~ the ~~Securities~~Notes ~~Act~~at or the ~~Exchange~~special ~~Act,~~mandatory ~~unless~~redemption ~~specifically incorporated by reference into any such filing~~price.

~~Item~~Upon ~~8.01.~~satisfaction of the conditions for the release ~~Other~~of ~~Events~~the proceeds of the offering, the Company intends to use the net proceeds, along with borrowings under a new senior secured incremental term loan facility, to finance the initial cash purchase price for the Argos Transaction, to repay its existing term loans and to pay related fees and expenses incurred in connection with the offering, the Argos Transaction and other financing transactions in connection therewith. Any remaining net proceeds will be used for general corporate purposes.

~~Debt~~Upon the occurrence of a change of control or ~~Commitment~~upon ~~Letter~~the sale of certain assets in which the Issuers do not apply the proceeds as required, the holders of the Notes will have the right to require the Issuers to make an offer to repurchase each holder’s Notes at a price equal to 101% (in the case of a change of control) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest.

InThe ~~connection with~~Issuers ~~the~~may ~~entry~~redeem ~~into~~all or a part of the ~~Transaction~~Notes at ~~Agreement,~~any ~~Summit~~time ~~Materials,~~prior ~~LLC~~to ~~entered~~January 15, ~~into~~2027 at a ~~commitment~~redemption ~~letter~~price ~~(the~~equal ~~“Debt~~to ~~Commitment~~100% ~~Letter”) with~~of ~~Morgan~~the ~~Stanley~~principal ~~Senior~~amount ~~Funding,~~of ~~Inc.~~the ~~(“MSSF”),~~Notes ~~pursuant~~being toredeemed ~~which~~plus a ~~MSSF~~make-whole ~~has~~premium ~~committed,~~and ~~subject~~accrued toand ~~customary~~unpaid ~~conditions~~interest, to ~~provide~~if ~~Summit~~any, ~~Materials~~to, ~~LLC~~but ~~with~~not ~~debt~~including, ~~financing for~~ the ~~Transaction~~redemption ~~consisting~~date. ofIn ~~an up to $1~~addition,~~300~~ ~~million~~beginning ~~senior~~on ~~364-day term loan~~January 15, ~~facility~~2027, (the ~~“Debt~~Issuers ~~Commitment~~may ~~Financing”).~~redeem ~~The~~all ~~proceeds~~or a part of the ~~Debt~~Notes ~~Commitment~~at ~~Financing~~a ~~will~~redemption beprice ~~used~~equal to ~~pay~~103.625% of the ~~cash~~principal ~~purchase~~amount redeemed. The redemption price ~~for~~decreases ~~the~~to ~~Transaction~~101.813% and ~~pay~~100.000% ~~related~~of ~~transaction~~the ~~costs.~~principal ~~MSSF~~amount orredeemed ~~its~~on ~~affiliates~~January 15, ~~have~~2028 ~~provided~~and January 15, or2029, respectively. ~~may~~In inaddition, ~~the~~at ~~future~~any ~~provide,~~time ~~certain commercial~~prior ~~banking~~to January 15, ~~financing advisory~~2027, ~~investment~~the ~~banking~~Issuers ~~and~~may ~~other~~redeem ~~services~~up into 40% of the ~~course~~Notes from the proceeds of ~~business~~certain ~~for~~equity ~~the~~offerings ~~Company,~~at ~~its~~a ~~subsidiaries and~~redemption ~~certain~~price ofequal ~~its~~to ~~affiliates,~~107.250% ~~for~~of ~~which~~the ~~they~~principal ~~have~~amount ~~received~~thereof, ~~customary~~plus ~~fees~~accrued and ~~commissions~~unpaid interest.

~~Item~~The 9Notes contain covenants limiting, among other things, the Company and the Guarantors’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries.01 These covenants are subject to a number of important exceptions and qualifications. The ~~Financial~~Notes ~~Statements~~also contain customary events of default, the occurrence of which could result in the principal of and ~~Exhibits~~accrued interest on the Notes to become or be declared due and payable.

~~(d)~~Each of the foregoing descriptions of each of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of each of such documents, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Exhibit No.		Description
99.1		Press Release of Summit Materials, Inc. dated September 7, 2023.
99.2		Investor Presentation.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~Additional~~Item ~~Information~~9.01. ~~and~~Financial ~~Where~~Statements toand ~~Find It~~Exhibits.

~~This Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities~~(d) Exhibits. This communication relates to the Transaction. In connection with the Transaction, the Company plans to file with the SEC a Proxy Statement. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its shareholders in connection with the Transaction. The issuance of the stock consideration for the Transaction will be submitted to the Company’s shareholders for their consideration. Before making any voting decision, the Company’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about the Company and the Transaction.

The Company’s shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about the Company, free of charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and other documents filed by the Company with the SEC may be obtained, without charge, by contacting the Company through its website at https://investors.summit-materials.com/.

4.1	Indenture, dated as of December 14, 2023, by and among Summit Materials, LLC, Summit Materials Finance Corp., the subsidiary guarantors named on the signature pages thereto and Wilmington Trust, National Association, as trustee.
4.2	Form of 7.250% Senior Note due 2031 (included in Exhibit 4.1).
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~Participants in the Solicitation~~SIGNATURES

~~The~~Pursuant ~~Company, its directors, executive officers and other persons related~~ to the ~~Company may be deemed to be participants in the solicitation of proxies from the Company’s~~requirements ~~shareholders in connection with the Transaction. Information about the directors and executive officers~~ of the ~~Company~~Securities ~~and~~Exchange ~~their~~Act ~~ownership~~ of ~~common~~1934, ~~stock~~each ofregistrant ~~the~~has ~~Company~~duly iscaused ~~set~~this ~~forth in the Company’s annual~~ report onto ~~Form~~be ~~10-K~~signed ~~for the fiscal year ended December 31, 2022, which was filed with the SEC~~ on ~~February 16, 2023 and in~~ its ~~proxy~~behalf statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 10, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by ~~security holdings or otherwise, will be included in~~ the ~~Proxy~~undersigned ~~Statement and other relevant materials~~hereunto toduly ~~be filed with the SEC in connection with the Transaction when they become available~~authorized. ~~Free copies of these documents may be obtained as described in the preceding paragraph.~~

Forward-Looking Statements

	SUMMIT MATERIALS, INC.
Date: December 14, 2023	SUMMIT MATERIALS, LLC

	By:	/s/ Christopher B. Gaskill
	Name:	Christopher B. Gaskill
	Title:	EVP, Chief Legal Officer & Secretary

This Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “outlook,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the proposed transaction between the Company and Argos USA (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC, and any factors discussed in the section entitled “Risk Factors” in any of our subsequently filed SEC filings; and the following:

– the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement between us and Argos USA;

– the outcome of any legal proceedings that may be instituted against us, Argos USA or Cementos Argos;

– the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction);

– the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we and Argos USA operate;

– the ability to promptly and effectively integrate our business and the businesses of Argos USA;

– the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

– reputational risk and potential adverse reactions of our or Argos USA’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction;

– the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction;

– the diversion of management’s attention and time from ongoing business operations and opportunities on Transaction-related matters; and

– the impact of the global COVID-19 pandemic on our or Argos USA’s businesses, the ability to complete the Transaction or any of the other foregoing risks.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement that we make herein speaks only as of the date of this Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

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: September 7, 2023	By:	/s/ Christopher B. Gaskill
	Name:	Christopher B. Gaskill
	Title:	EVP, Chief Legal Officer & Secretary

Co-Registrant Document Type	8-K
Co-Registrant Amendment Flag	false
Co-Registrant Document Period End Date	December 14, 2023
Co-Registrant Entity Central Index Key	0001571371
	1801 California Street
	Suite 3500
	Denver
	Colorado
	80202
Co-Registrant City Area Code	303
Co-Registrant Local Phone Number	893-0012
Co-Registrant Written Communications	false
Co-Registrant Soliciting Material	false
	false
	false
	false

Filing Compare · Summit Materials, LLC