false
0001621563
0001621563
2025-01-06
2025-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January 10, 2025 (January 6, 2025)
Summit Materials, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
001-36873 |
47-1984212 |
(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:
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. ☐
As previously reported, on November 24, 2024,
Summit Materials, Inc., a Delaware corporation (the “Company” or “Summit”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Quikrete Holdings, Inc., a Delaware corporation (“Purchaser”),
and Soar Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”). Upon the
terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving as a wholly owned subsidiary of Purchaser.
The 30-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the Merger expired at 11:59 p.m.
Eastern Standard Time on January 6, 2025. The 30-day waiting period under the Competition Act (Canada), as amended (the “Canada
Competition Act”) expired at 11:59 p.m. Eastern Standard Time on January 8, 2025. The expiration of the applicable waiting periods
under the HSR Act and the Canada Competition Act results in the satisfaction of two of the conditions to the closing of the Merger.
The special meeting of Summit’s stockholders
to approve the Merger (the “Special Meeting”) is scheduled for February 5, 2025, beginning at 8:00 a.m. Mountain Time.
Summit’s stockholders of record as of the close of business on December 27, 2024, will be eligible to vote at the Special Meeting.
Subject to the satisfaction of the remaining conditions to closing of the Merger under the Merger Agreement, including that Summit’s
stockholders vote to approve the Merger at the Special Meeting, Summit expects to complete the Merger in the first quarter of 2025.
On January 7, 2025, the Company issued a press
release announcing the expiration of the applicable waiting period under the HSR Act. The full text of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
On January 9, 2025, the Company issued a press
release announcing the expiration of the applicable waiting period under the Canada Competition Act. The full text of the press release
is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Additional Information and Where to Find It
This Form 8-K does not constitute an offer to
buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the Merger. In connection with
the Merger, on December 30, 2024 the Company filed with the Securities and Exchange Commission (“SEC”) a definitive
proxy statement on Schedule 14A relating to a special meeting of its stockholders (the “Proxy Statement”). This communication
is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its stockholders
in connection with the Merger. The Merger will be submitted to the Company’s stockholders for their consideration. Before making
any voting decision, the Company’s stockholders are urged to read all relevant documents filed or to be filed with the SEC, including
the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain
important information about the Company and the Merger.
The Company’s stockholders will be able
to obtain a free copy of the Proxy Statement, as well as other filings containing information about the Company, free of charge, at the
SEC’s website (www.sec.gov). Copies of the Proxy Statement and other documents filed by the Company with the SEC may be obtained,
without charge, by contacting the Company through its website at https://investors.summit-materials.com/corporate-profile/default.aspx.
Participants in the Solicitation
The Company, its directors, executive officers
and other persons related to the Company may be deemed to be participants in the solicitation of proxies from the Company’s stockholders
in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of common stock
of the Company is set forth in the section entitled “Our Stockholders—Holdings of Major Stockholders” in the Company’s
proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 8, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001621563/000114036124018480/ny20019511x1_def14a.htm).
Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included
in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the Merger when they become available.
Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This Form 8-K 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,” “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 Merger, including 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 the Company’s
Annual Report on Form 10-K for the fiscal year ended December 30, 2023, and Quarterly Report on Form 10-Q for the fiscal quarter ended
March 30, 2024, each as filed with the SEC, and any factors discussed in the section entitled “Risk Factors” in any of our
subsequently filed SEC filings; 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 the Company and Purchaser, including
in circumstances requiring the Company to pay a termination fee; (ii) potential litigation relating to the Merger that could be instituted
against the parties to the definitive transaction agreement or their respective directors or officers, including the effects of any outcomes
related thereto; (iii) the possibility that the Merger 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; (iv) reputational risk
and potential adverse reactions of customers, employees or other business partners and the businesses generally, including those resulting
from the announcement of the Merger; (v) the risk that any announcements relating to the Merger could have adverse effects on the market
price of the Company’s common stock; (vi) significant transaction costs associated with the Merger; and (vii) the diversion of
management’s attention and time from ongoing business operations and opportunities on Merger-related matters. 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 Form 8-K. 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.
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.
|
SUMMIT MATERIALS, INC. |
|
|
|
DATED: January 10, 2025 |
By: |
/s/ Christopher B. Gaskill |
|
Name: |
Christopher B. Gaskill |
|
Title: |
Executive Vice President, Chief Legal
Officer & Secretary
|
Exhibit 99.1
Summit
Materials Announces Expiration of HSR Act Waiting Period for Acquisition by Quikrete
Company
Release - 01/07/2025
DENVER, Jan.
7, 2025 /PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM) ("Summit," "Summit Materials" or the "Company"),
a leading producer of aggregates and cement, today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with Summit's previously announced definitive agreement to be acquired by Quikrete Holdings, Inc.
("Quikrete" or the "Purchaser") for $52.50 per share in cash (the "Merger").

The
Merger is expected to close within the first quarter of 2025, subject to the satisfaction of remaining customary closing conditions,
as well as receipt of regulatory approvals and Summit stockholder approval. Upon completion of the Merger, Summit will become a privately
held subsidiary of Quikrete and its common stock will no longer be traded on the NYSE.
Advisors
Morgan Stanley & Co. LLC and Evercore are acting as financial advisors to Summit, and Davis Polk & Wardwell
LLP is acting as legal advisor. Wells Fargo is acting as exclusive financial advisor to Quikrete, and Troutman Pepper
Hamilton Sanders LLP and Covington & Burling LLP are acting as legal counsel. Wells Fargo has provided
a debt financing commitment for the Merger.
About
Summit Materials, Inc.
Summit Materials is a market-leading producer of aggregates and cement with vertically integrated operations that supply ready-mix
concrete and asphalt in select markets. Summit is a geographically diverse, materials-led business of scale that offers customers in the
United States and British Columbia, Canada high quality products and services for 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
high-return growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.
About
Quikrete Holdings, Inc.
Quikrete Holdings, Inc. (Quikrete) is a privately owned family business founded in 1940. It is a leading building materials company
based in Atlanta, Georgia. From the original yellow bag of premixed concrete, today Quikrete's portfolio of brands includes Quikrete,
Spec Mix, Rinker Materials, U.S. Pipe, Contech Engineered Solutions, Keystone Hardscapes, Pavestone, Custom Building Products, QPR, and
other leading brands. The products produced by the collection of brands include packaged cementitious products, pavers, retaining wall
systems, masonry units, tile grouts and thin sets, concrete pipe, box culverts, corrugated metal pipe, ductile iron pipe, engineered
storm water systems, structural precast, and steel pedestrian and vehicular bridges. The company services the US and Canadian commercial
construction, residential, and infrastructure markets. This broad array of products and expertise allows Quikrete to provide nearly every
product required for most any type of construction project.
Cautionary
Statement 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," "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 Merger, including
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 the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2023, and Quarterly Report on Form 10-Q for the fiscal
quarter ended March 30, 2024, each as filed with the Securities and Exchange Commission ("SEC"), and any factors discussed
in the section entitled "Risk Factors" in any of our subsequently filed SEC filings; 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 the Company and Purchaser, including in circumstances requiring the Company to pay a termination fee; (ii)
potential litigation relating to the Merger that could be instituted against the parties to the definitive transaction agreement or their
respective directors or officers, including the effects of any outcomes related thereto; (iii) the possibility that the Merger 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; (iv) reputational risk and potential adverse reactions of customers, employees or other business
partners and the businesses generally, including those resulting from the announcement of the Merger; (v) the risk that any announcements
relating to the Merger could have adverse effects on the market price of the Company's common stock; (vi) significant transaction costs
associated with the Merger; and (vii) the diversion of management's attention and time from ongoing business operations and opportunities
on Merger-related matters. 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 communication. 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.
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 communication.
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.
Additional
Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This
communication relates to the Merger. In connection with the Merger, on December 30, 2024 the Company filed with the SEC a definitive
proxy statement on Schedule 14A relating to a special meeting of its stockholders (the "Proxy Statement"). This communication
is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its stockholders
in connection with the Merger. The Merger will be submitted to the Company's stockholders for their consideration. Before making any
voting decision, the Company's stockholders are urged to read all relevant documents filed or to be filed with the SEC, including the
Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important
information about the Company and the Merger.
The Company's stockholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information
about the Company, free of charge, at the SEC's website (www.sec.gov).
Copies of the Proxy Statement and other documents filed by the Company with the SEC may be obtained, without charge, by contacting the
Company through its website at https://investors.summit-materials.com/corporate-profile/default.aspx.
Participants
in the Solicitation
The Company, its directors, executive officers and other persons related to the Company may be deemed to
be participants in the solicitation of proxies from the Company's stockholders in connection with the Merger. Information
about the directors and executive officers of the Company and their ownership of common stock of the Company is set forth in the
section entitled "Our Stockholders—Holdings of Major Stockholders" in the Company's proxy statement for its 2024
annual meeting of stockholders, which was filed with the SEC on April 8, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001621563/000114036124018480/ny20019511x1_def14a.htm).
Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection with
the Merger when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Contacts:
Andy
Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
Jim
Barron/Benjamin Spicehandler/Danielle Berg
FGS Global
Summit@fgsglobal.com
Patrick
Lenow
Vice President, Marketing & Communications
Quikrete Holdings, Inc.
404-634-9100
Patrick.Lenow@quikrete.com
View
original content to download multimedia:https://www.prnewswire.com/news-releases/summit-materials-announces-expiration-of-hsr-act-waiting-period-for-acquisition-by-quikrete-302344695.html
SOURCE
Summit Materials, Inc.
Exhibit 99.2
Summit
Materials Announces Expiration of the Competition Act (Canada) Waiting Period for Acquisition by Quikrete
Company Release - 01/09/2025
DENVER, Jan.
9, 2025 /PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM) ("Summit," "Summit Materials" or the "Company"),
a leading producer of aggregates and cement, today announced the expiration of the waiting period under the Competition Act (Canada),
as amended, in connection with Summit's previously announced definitive agreement to be acquired by Quikrete Holdings, Inc. ("Quikrete"
or the "Purchaser") for $52.50 per share in cash (the "Merger").

The
Merger is expected to close within the first quarter of 2025, subject to the satisfaction of remaining customary closing conditions,
as well as receipt of regulatory approvals and Summit stockholder approval. Upon completion of the Merger, Summit will become a privately
held subsidiary of Quikrete and its common stock will no longer be traded on the NYSE.
Advisors
Morgan Stanley & Co. LLC and Evercore are acting as financial advisors to Summit, and Davis Polk & Wardwell LLP is acting
as legal advisor. Wells Fargo is acting as exclusive financial advisor to Quikrete, and Troutman Pepper Hamilton Sanders LLP and Covington
& Burling LLP are acting as legal counsel. Wells Fargo has provided a debt financing commitment for the Merger.
About
Summit Materials, Inc.
Summit Materials is a market-leading producer of aggregates and cement with vertically integrated operations that supply ready-mix
concrete and asphalt in select markets. Summit is a geographically diverse, materials-led business of scale that offers customers in the
United States and British Columbia, Canada high quality products and services for 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
high-return growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.
About
Quikrete Holdings, Inc.
Quikrete Holdings, Inc. (Quikrete) is a privately owned family business founded in 1940. It is a leading building materials company
based in Atlanta, Georgia. From the original yellow bag of premixed concrete, today Quikrete's portfolio of brands includes Quikrete,
Spec Mix, Rinker Materials, U.S. Pipe, Contech Engineered Solutions, Keystone Hardscapes, Pavestone, Custom Building Products, QPR, and
other leading brands. The products produced by the collection of brands include packaged cementitious products, pavers, retaining wall
systems, masonry units, tile grouts and thin sets, concrete pipe, box culverts, corrugated metal pipe, ductile iron pipe, engineered
storm water systems, structural precast, and steel pedestrian and vehicular bridges. The company services the US and Canadian commercial
construction, residential, and infrastructure markets. This broad array of products and expertise allows Quikrete to provide nearly every
product required for most any type of construction project.
Cautionary
Statement 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," "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 Merger, including 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 the Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 2023, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, each as filed with the Securities
and Exchange Commission ("SEC"), and any factors discussed in the section entitled "Risk Factors" in any of our subsequently
filed SEC filings; 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 the Company and Purchaser, including in circumstances
requiring the Company to pay a termination fee; (ii) potential litigation relating to the Merger that could be instituted against the
parties to the definitive transaction agreement or their respective directors or officers, including the effects of any outcomes related
thereto; (iii) the possibility that the Merger 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; (iv) reputational risk and potential
adverse reactions of customers, employees or other business partners and the businesses generally, including those resulting from the
announcement of the Merger; (v) the risk that any announcements relating to the Merger could have adverse effects on the market price
of the Company's common stock; (vi) significant transaction costs associated with the Merger; and (vii) the diversion of management's
attention and time from ongoing business operations and opportunities on Merger-related matters. 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 communication. 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.
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 communication.
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.
Additional
Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This
communication relates to the Merger. In connection with the Merger, on December 30, 2024 the Company filed with the SEC a definitive
proxy statement on Schedule 14A relating to a special meeting of its stockholders (the "Proxy Statement"). This communication
is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its stockholders
in connection with the Merger. The Merger will be submitted to the Company's stockholders for their consideration. Before making any
voting decision, the Company's stockholders are urged to read all relevant documents filed or to be filed with the SEC, including the
Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important
information about the Company and the Merger.
The
Company's stockholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about
the Company, free of charge, at the SEC's website (www.sec.gov).
Copies of the Proxy Statement and other documents filed by the Company with the SEC may be obtained, without charge, by contacting the
Company through its website at https://investors.summit-materials.com/corporate-profile/default.aspx.
Participants
in the Solicitation
The Company, its directors, executive officers and other persons related to the Company may be deemed to be participants in the solicitation
of proxies from the Company's stockholders in connection with the Merger. Information about the directors and executive officers of the
Company and their ownership of common stock of the Company is set forth in the section entitled "Our Stockholders—Holdings
of Major Stockholders" in the Company's proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC
on April 8, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001621563/000114036124018480/ny20019511x1_def14a.htm).
Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection with
the Merger when they become
available. Free copies of these documents may be obtained as described in the preceding paragraph.
Contacts:
Andy
Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
Jim
Barron/Benjamin Spicehandler/Danielle Berg
FGS Global
Summit@fgsglobal.com
Patrick
Lenow
Vice President, Marketing & Communications
Quikrete Holdings, Inc.
404-634-9100
Patrick.Lenow@quikrete.com
View
original content to download multimedia:https://www.prnewswire.com/news-releases/summit-materials-announces-expiration-of-the-competition-act-canada-waiting-period-for-acquisition-by-quikrete-302346972.html
SOURCE
Summit Materials, Inc.
v3.24.4
Cover
|
Jan. 06, 2025 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 06, 2025
|
Entity File Number |
001-36873
|
Entity Registrant Name |
Summit Materials, Inc.
|
Entity Central Index Key |
0001621563
|
Entity Tax Identification Number |
47-1984212
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1801 California Street
|
Entity Address, Address Line Two |
Suite 3500
|
Entity Address, City or Town |
Denver
|
Entity Address, State or Province |
CO
|
Entity Address, Postal Zip Code |
80202
|
City Area Code |
303
|
Local Phone Number |
893-0012
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Class A Common Stock (par value, $0.01 per share)
|
Trading Symbol |
SUM
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Grafico Azioni Summit Materials (NYSE:SUM)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Summit Materials (NYSE:SUM)
Storico
Da Feb 2024 a Feb 2025