DENVER, Nov. 30,
2023 /PRNewswire/ -- Summit Materials, Inc. (NYSE:
SUM, "Summit") announced today that its indirect subsidiaries
Summit Materials, LLC and Summit Materials Finance Corp. (the
"Issuers", and, together with Summit, the "Company") finalized the
terms of the previously announced offering of $800.0 million aggregate principal amount of
Senior Notes due 2031 (the "notes"). Summit anticipates that
consummation of the offering will occur on December 14, 2023, subject to customary closing
conditions. The Company intends to use the proceeds from the
offering, together with borrowings under a new term loan B
facility, to finance the previously announced transaction with
Cementos Argos S.A. to acquire all of the outstanding equity
interests of Argos North America Corp. (the "Argos Transaction"),
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.
The notes offered have not been and will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and, unless so registered, may not be
offered or sold in the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes will
be offered, by the initial purchasers, only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act and non-U.S. persons in transactions
outside the United States in
reliance on Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135(c) under
the Securities Act, and it is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of any securities in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Summit Materials
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
nonresidential 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.
Cautionary Statement Regarding Forward‐Looking
Statements
This press release 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 Argos Transaction and related
financing transactions, 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 our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022
and our Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2023. 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.
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 press release. 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.
Contacts
Andy Larkin
Vice President, Investor Relations
andy.larkin@summit-materials.com
702-618-6013
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SOURCE Summit Materials, Inc.