UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.07. Submission of Matters to a Vote of Security Holders.
On January 11, 2024, Summit Materials, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Transaction Agreement, dated as of September 7, 2023 (as amended from time to time, the “Transaction Agreement”), by and among the Company, Argos North America Corp., a Delaware corporation (“Argos USA”), Cementos Argos S.A., a sociedad anónima incorporated in the Republic of Colombia, Argos SEM, LLC, a Delaware limited liability company (“Argos SEM”) and Valle Cement Investments, Inc., a sociedad anónima incorporated in the Republic of Panama (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 (the “Transaction”).
As of December 11, 2023, the record date for the Special Meeting (the “Record Date”), there were (i) 119,500,999 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), with one vote each, and (ii) 99 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), which entitle the holders thereof to a number of votes that is equal to the aggregate number of Class A limited partnership units of Summit Materials Holdings L.P. (the “LP Units”) held by such holders (which, as of the Record Date, was 1,310,004 LP Units in the aggregate). At the Special Meeting, a total of 111,560,733 votes representing the Common Stock were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
| (1) | Common Stock Issuance Proposal: A proposal to approve, for purposes of complying with applicable New York Stock Exchange listing rules, the issuance of shares of Class A Common Stock in an amount that exceeds 20% of the currently outstanding shares of Common Stock in connection with the transactions contemplated by the Transaction Agreement (the “Common Stock Issuance Proposal”). |
| (2) | Preferred Stock Issuance Proposal: A proposal to approve, for purposes of complying with applicable New York Stock Exchange Listing Rules, the issuance of one share of preferred stock, par value $0.01 per share, of the Company in connection with the transactions contemplated by the Transaction Agreement (the “Preferred Stock Issuance Proposal”). |
| (3) | Adjournment Proposal: A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Common Stock Issuance Proposal and/or the Preferred Stock Issuance Proposal (the “Adjournment Proposal”). |
For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 12, 2023.
The approval of each of the Common Stock Issuance Proposal, the Preferred Stock Issuance Proposal and the Adjournment Proposal required the affirmative vote of the holders of a majority of the voting power of the Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. For each of the Common Stock Issuance Proposal, the Preferred Stock Issuance Proposal and the Adjournment Proposal, holders of Class A Common Stock and Class B Common Stock voted together as a single class.
All three proposals were approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below:
| (1) | Common Stock Issuance Proposal: |
The total number of the votes (based on the voting power of Common Stock entitled to vote) with respect to the Common Stock Issuance Proposal were as follows:
| For | Against | Abstain | ||
| 110,100,442 | 1,309,554 | 150,737 |
| (2) | Preferred Stock Issuance Proposal: |
The total number of the votes (based on the voting power of Common Stock entitled to vote) with respect to the Preferred Stock Issuance Proposal were as follows:
| For | Against | Abstain | ||
| 110,749,218 | 661,038 | 150,477 |
| (3) | Adjournment Proposal: |
The total number of the votes (based on the voting power of Common Stock entitled to vote) with respect to the Adjournment Proposal were as follows:
| For | Against | Abstain | ||
| 97,548,892 | 13,854,660 | 157,181 |
Because the Common Stock Issuance Proposal and the Preferred Stock Issuance Proposal were adopted by the requisite vote, no adjournment to solicit additional proxies was necessary.
Item 8.01 Other Events.
On January 11, 2024, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 99.1 | Press Release dated January 11, 2024. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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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| By: | /s/ Christopher B. Gaskill | |
| Name: Christopher B. Gaskill | ||
| Title: EVP, Chief Legal Officer & Secretary | ||
Date: January 11, 2024
Exhibit 99.1
Summit Materials Shareholders Approve
Combination with Argos USA
DENVER (January 11, 2024) — Summit Materials, Inc. (NYSE: SUM, “Summit” or the “Company”) announced today that its shareholders have voted overwhelmingly to approve certain proposals related to the Transaction Agreement, dated September 7, 2023 (the “Transaction Agreement”) by and among the Company, Argos North America Corp. (“Argos USA,” the U.S. operations of Cementos Argos S.A. (CCB.CN, CEMARGOS CB) (“Cementos Argos”)), Cementos Argos, Argos SEM, LLC, and Valle Cement Investments, Inc. Approximately 98.82% of the votes cast at today’s Special Meeting of Stockholders voted to approve a proposal to issue 54,720,000 shares of Summit’s Class A common stock, par value $0.01 per share, to Cementos Argos and its affiliates at the closing of the transactions contemplated by the Transaction Agreement. Additionally, approximately 99.40% of the votes cast at today’s Special Meeting of Stockholders voted to approve a proposal to issue one share of Summit’s preferred stock, par value $0.01 per share, to Cementos Argos at the closing of the transactions contemplated by the Transaction Agreement. Each of these proposals are described in further detail in Summit’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 12, 2023 (the “Proxy Statement”).
“Today’s vote was a clear endorsement by Summit shareholders that they see the strong strategic and financial rationale behind this transformative transaction,” said Anne Noonan, Summit Materials President and CEO. “We are pleased to achieve this important milestone and as we move towards a seamless closing and integration of Argos USA, we look forward to delivering on the strategic and financial benefits we see for all of our stakeholders.”
The Transaction is expected to close on January 12, 2024, subject to the satisfaction of the remaining closing conditions set forth in the Transaction Agreement, which are described in further detail in the Proxy Statement.
On September 7, 2023, Summit Materials entered into a definitive agreement to combine with Argos USA. This combination creates the fourth-largest cement platform in the United States and accelerates Summit’s ‘Elevate Summit’ strategy. The combined business is expected to generate annual synergies of at least $100 million with approximately 50% delivered within the first 24 months. Additionally, the combination is expected to increase free cash flow per share by 15-25% thereby creating a powerful engine to reduce leverage and invest in organic and inorganic growth opportunities.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP and Davis Graham & Stubbs LLP are acting as legal counsel to Summit Materials.
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 Note Regarding Forward-Looking Statements
This communication 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 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 Summit’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 (including the Proxy Statement); and the following: (i) 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 Cementos Argos; (ii) the outcome of any legal proceedings that may be instituted against us or Cementos Argos; (iii) 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); (iv) 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 Cementos Argos operate; (v) the ability to promptly and effectively integrate our business and the businesses of Cementos Argos; (vi) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (vii) reputational risk and potential adverse reactions of our or Cementos Argos’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (viii) the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction; (ix) the diversion of management’s attention and time from ongoing business operations and opportunities on Transaction-related matters; and (x) the impact of the global COVID-19 pandemic on our or Cementos Argos’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 these materials. 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
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