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Section 1: 8-K (8-K)

 

 

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): December 2, 2016

 

Summit Materials, Inc.

Summit Materials, LLC

(Exact name of registrant as specified in its charter)

 

Delaware
Delaware

 

001-36873
333-187556

 

47-1984212
24-4138486

(State or Other Jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

Incorporation)

 

 

 

Identification No.)

 

1550 Wynkoop Street, 3rd Floor

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.    Other Events

 

On December 2, 2016, Summit Materials, Inc. issued a press release announcing that its Board of Directors had declared a stock dividend of 0.012 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), for each outstanding share of Class A Common Stock.  The stock dividend is payable on December 28, 2016 to stockholders of record on December 12, 2016.  Cash will be paid in lieu of issuing any fractional shares of Class A Common Stock.  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. The following exhibit is being filed herewith this Current Report on Form 8-K.

 

99.1    Press Release dated December 2, 2016.

 

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

 

 

 

 

 

 

By:

/s/ Anne Lee Benedict

 

Name:

Anne Lee Benedict

 

Title:

Chief Legal Officer

 

 

Date:  December 2, 2016

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release dated December 2, 2016.

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

December 2, 2016

 

Summit Materials Declares Special Stock Dividend

 

Denver, Colorado (December 2, 2016) —Summit Materials, Inc. (NYSE: SUM, “Summit” or the “Company”), a leading vertically integrated construction materials company, today announced that it has declared a special stock dividend of 0.012 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), for each outstanding share of Class A Common Stock.  The special stock dividend is payable on December 28, 2016 to stockholders of record as of the close of business on December 12, 2016.  Cash will be paid in lieu of issuing any fractional shares of Class A Common Stock.

 

As previously disclosed, the Company’s subsidiary Summit Materials Holdings L.P. (“Summit Holdings”) makes cash distributions to the holders of Summit Holdings’ limited partnership units (“LP Units”)to cover tax obligations arising from any net taxable income of Summit Holdings allocable to holders of LP Units. As an LP Unit holder, the Company has received such cash distributions from Summit Holdings in excess of the amount required to satisfy the Company’s associated tax obligations.  As a result, the Company is using the excess cash of approximately $27.6 million in the aggregate to acquire newly-issued LP Units from Summit Holdings and to make cash payments in lieu of issuing any fractional shares in connection with the related special stock dividend described above.  The stock dividend has been declared in order to maintain an equal number of shares of Class A Common Stock outstanding to the LP Units held by the Company, and the aggregate number of Class A Common Stock issued in the stock dividend will equal the number of additional LP Units the Company is purchasing from Summit Holdings.  The LP Units will be purchased at a per unit price of $23.72, which is the volume weighted average price per share of the Class A Common stock for the five trading days ended December 1, 2016.  Cash payments in lieu of fractional shares will also be made on the basis of a value per share of Class A Common Stock of $23.72 per share.

 

Stockholders are not required to take any action in order to receive the stock dividend or cash in lieu of fractional shares, and the book entry accounts of the stockholders of record will automatically be credited with the additional shares representing the stock dividend. Stockholders will be paid for the value of any fractional shares that would have been received in lieu of any such fractional shares.  Where shares are held in a brokerage account, the additional shares will be distributed to the broker on the stockholder’s behalf.  The stock dividend is being administered by Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent.

 



 

The declaration, amount and payment of any future dividends on shares of Class A Common Stock will be at the sole discretion of Summit’s board of directors and the amount and timing of any future dividends cannot be predicted at this time.

 

About Summit Materials

 

Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mixed 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 nonresidential, and 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. Any and all statements made relating to the stock dividend are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, actual outcomes may differ materially from those expected. Many of our forward-looking statements are based upon detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual outcomes.

 

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 achieved. 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 our Annual Report on Form 10-K for the fiscal year ended January 2, 2016. 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 otherwise required by law.

 



 

Contact:

 

Investor Relations:

 

303-515-5159

noel.ryan@summit-materials.com

 

Media Contact:

 

303-515-5158

mediarelations@summit-materials.com

 


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