0001104659-16-147920.txt : 20161104 0001104659-16-147920.hdr.sgml : 20161104 20160930165501 ACCESSION NUMBER: 0001104659-16-147920 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summit Materials, LLC CENTRAL INDEX KEY: 0001571371 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 244138486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1550 WYNKOOP STREET STREET 2: 3RD FLOOR CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-0012 MAIL ADDRESS: STREET 1: 1550 WYNKOOP STREET STREET 2: 3RD FLOOR CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summit Materials Finance Corp. CENTRAL INDEX KEY: 0001571522 IRS NUMBER: 454186497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2900 K STREET N.W., SUITE 100 STREET 2: HARBOURSIDE NORTH TOWER BUILDING CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2025032458 MAIL ADDRESS: STREET 1: 2900 K STREET N.W., SUITE 100 STREET 2: HARBOURSIDE NORTH TOWER BUILDING CITY: WASHINGTON STATE: DC ZIP: 20007 CORRESP 1 filename1.htm

 

SUMMIT MATERIALS, LLC

SUMMIT MATERIALS FINANCE CORP.

1550 Wynkoop Street, 3rd Floor

Denver, Colorado 80202

 

September 30, 2016

 

VIA EDGAR

 

Division of Corporation Finance

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 

Re:     Summit Materials, LLC, Summit Materials Finance Corp. and Subsidiary Guarantors Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

In connection with the Registration Statement on Form S-4 of Summit Materials, LLC, a Delaware limited liability company and Summit Materials Finance Corp., a Delaware corporation (together, the “Issuers”), and the additional registrants listed therein (collectively, the “Guarantors,” and together with the Issuers, the “Registrants”), we hereby transmit for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, relating to the Issuers’ offer to exchange up to $250,000,000 aggregate principal amount of their 8.500% Senior Notes due 2020 (the “Exchange Notes”) for a like amount of the Issuers’ outstanding 8.500% Senior Notes due 2020 that were issued on March 8, 2016 (the “Outstanding Notes”), which were offered and sold in reliance upon Rule 144A and Regulation S under the Securities Act.  The Outstanding Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed by the Guarantors, who are also registrants under the S-4 Registration Statement.

 

The Registrants are registering the exchange offer on the S-4 Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corp., available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co., Inc., available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers.)  In connection with the S-4 Registration Statement, the Registrants hereby confirm and represent as follows:

 


 

1.  The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes.  In this regard, the Registrants will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the Staff’s position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.  Each Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 

2.  No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes.  The Registrants will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes.  The Registrants will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

The filing fee for the S-4 Registration Statement in the amount of $25,175 has previously been deposited by wire transfer of same day funds to the Commission’s account at U.S. Bank.

 

If you have any questions on the above-referenced S-4 Registration Statement, please contact the undersigned at 303-515-5161 or Edgar J. Lewandowski of Simpson Thacher & Bartlett LLP at 212-455-7614.

 

****

 


 

 

Very truly yours,

 

 

 

 

SUMMIT MATERIALS, LLC

 

 

 

 

By:

/s/ Anne Lee Benedict

 

Name:

Anne Lee Benedict

 

Title:

Chief Legal Officer

 

 

 

 

 

 

 

SUMMIT MATERIALS FINANCE CORP.

 

 

 

 

 

 

 

By:

 /s/ Anne Lee Benedict

 

Name:

Anne Lee Benedict

 

Title:

Secretary

 

[Signature Page – Transmittal Letter to SEC]