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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): August 18, 2023
Summit Materials, Inc.
Summit Materials, LLC
(Exact name of registrant as specified in its charter)
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| 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
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including 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:
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| 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 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 1.01 Entry into a Material Definitive Agreement.
Assignment Agreement
On August 18, 2023, Summit Materials, LLC (“Summit LLC”), an indirect subsidiary of Summit Materials, Inc. (“Summit Inc.”), and Summit Inc. entered into an assignment agreement (the “Assignment Agreement”) with Blackstone Participation Partnership (Delaware) V-NQ L.P., Blackstone Family Investment Partnership (Delaware) V-NQ L.P., Blackstone Capital Partners (Delaware) V-NQ L.P., Blackstone Capital Partners (Delaware) NQ V-AC L.P. and Summit BCP Intermediate Holdings L.P. (each a “Selling TRA Holder” and collectively the “Selling TRA Holders”), under which each of the Selling TRA Holders agreed to sell, assign, transfer and convey to Summit LLC all right, title and interest of such Selling TRA Holder in, to and under that certain Tax Receivable Agreement dated as of March 1, 2015, as amended by Amendment No. 1 to Tax Receivable Agreement, dated as of May 10, 2023 (the “TRA”), by and among the Selling TRA Holders, Summit Inc. and certain other current and former holders (the “Other TRA Holders”) of Class A limited partnership units of Summit Materials Holdings L.P. (“LP Units”) and their permitted assignees, in each case, in exchange for cash consideration.
The TRA provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as a result of increases in the tax basis of tangible and intangible assets of Summit Materials Holdings L.P. and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.
The total cash consideration paid by Summit LLC to the Selling TRA Holders under the Assignment Agreement was $115.0 million. The transactions contemplated under the Assignment Agreement were consummated on August 18, 2023.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment Agreement.
Item 7.01. Regulation FD Disclosure
On August 22, 2023, Summit Inc. issued a press release announcing the entry by Summit LLC and Summit Inc. into the Assignment Agreement. 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.
The information included under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 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 Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically incorporated by reference into any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | |
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| 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.
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| | SUMMIT MATERIALS, INC. |
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| DATED: August 22, 2023 | By: | /s/ Christopher B. Gaskill |
| | Name: | Christopher B. Gaskill |
| | Title: | EVP, Chief Legal Officer & Secretary |
Summit Materials Announces
Significant Step to Streamline Company Structure
DENVER, CO. (August 22, 2023) — Summit Materials, Inc. (NYSE: SUM, the “Company”), a leading vertically integrated construction materials company, announces that it reached an agreement with certain affiliates of Blackstone Inc. (the “Blackstone TRA Parties”) that resulted in its indirect subsidiary, Summit Materials, LLC (together with the Company, “Summit”) acquiring all of the rights and interest of each of the Blackstone TRA Parties under the Tax Receivable Agreement, dated as of March 11, 2015 (as amended, the “TRA”), by and among the Company, the Blackstone TRA Parties and certain other parties. In exchange for cash consideration of $115 million in the aggregate, Summit has eliminated an estimated $256 million in TRA payments payable to Blackstone between 2024 and 2039. Under the TRA, the Company is obligated to pay pre-IPO owners 85% of cash savings, if any, in U.S. federal, state and local income tax that we actually realize, as a result of our tax attributes. After this agreement, Summit will realize 100% of any cash savings realized as a result of our tax attributes related to the interests acquired from the Blackstone TRA Parties. Summit funded the agreement with cash on hand believing this is an efficient use of cash and does not inhibit Summit’s ability to fund organic or inorganic growth opportunities.
“This agreement represents a major milestone for Summit Materials, highlighting not only our commitment to strengthen our financial position, but also sets us on course to significantly reduce complexity and eliminate future obligations at a favorable price to our Company,” commented Anne Noonan, Summit Materials President and CEO.
“The Tax Receivable Agreement has served as a valuable tool, enabling our Company to monetize tax benefits effectively. But by executing this agreement, we take an important step towards streamlining our corporate structure, proactively mitigate future obligations at an advantageous cost, and now get to fully realize all the tax benefits moving forward,” added Scott Anderson, Executive Vice President and CFO of Summit Materials.
There remains a gross obligation of approximately $72 million under the Tax Receivable Agreement. Summit intends to explore possible transactions for paying out the other parties to the TRA on substantially similar terms.
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| About Summit Materials, Inc. |
Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and British Columbia, Canada. Summit is a geographically diverse, materials-based business of scale that offers customers a single-source provider of construction materials and related downstream products in the public infrastructure, residential and non-residential end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “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,” “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 the expectations for our anticipated benefits from recent acquisitions, the macroeconomic outlook for our markets, potential acquisition activity, our estimated and projected earnings, margins, costs, expenditures, cash flows, sales volumes and financial results are forward-looking statements. 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 Summit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. 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.
Contact Information
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013