0001621563 false 8-K false January 10, 2023 0001571371 1801 California Street Suite 3500 Denver Colorado 80202 303 893-0012 false false false false false 0001621563 2023-01-10 2023-01-10 0001621563 sum:SummitMaterialsLLCMember 2023-01-10 2023-01-10 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, 2023

 

Summit Materials, Inc.

Summit Materials, LLC

(Exact name of registrant as specified in its charter)

 

Delaware 001-36873 47-1984212
Delaware 333-187556 26-4138486

(State or Other

Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer

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 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ¨

 

 

Co-Registrant Document Type 8-K
Co-Registrant Amendment Flag false
Co-Registrant Document Period End Date January 10, 2023
Co-Registrant Entity Central Index Key 0001571371
Co-Registrant Entity Address, Address Line One 1801 California Street
Co-Registrant Entity Address, Address Line Two Suite 3500
Co-Registrant Entity Address, City or Town Denver
Co-Registrant Entity Address, State or Province Colorado
Co-Registrant Entity Address, Postal Zip Code 80202
Co-Registrant City Area Code 303
Co-Registrant Local Phone Number 893-0012
Co-Registrant Written Communications false
Co-Registrant Soliciting Material false
Co-Registrant Pre-commencement Tender Offer false
Co-Registrant Pre-commencement Issuer Tender Offer false
Co-Registrant Entity Emerging Growth Company false

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Amendment No. 6 to Amended and Restated Credit Agreement

 

On January 10, 2023, Summit Materials, LLC (“Summit LLC”), an indirect subsidiary of Summit Materials, Inc., and the guarantors party thereto entered into Amendment No. 6 (“Amendment No. 6”) to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (together with Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017, Amendment No. 3, dated as of May 22, 2018, Amendment No. 4, dated as of February 25, 2019 and Amendment No. 5, dated as of December 14, 2022, the “Credit Agreement”), governing Summit LLC’s senior secured credit facilities, among Summit LLC, as borrower, the guarantors party thereto, the several banks and other financial institutions or entities party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto.

 

Amendment No. 6 amended the Credit Agreement to, among other things, in respect of the revolving credit facility thereunder (the “Revolving Credit Facility”), (a) increase the total aggregate commitments under the Revolving Credit Facility from $345.0 million to $395.0 million, (b) convert the existing LIBOR-based rate applicable to the Revolving Credit Facility to a Term SOFR Rate with a SOFR adjustment of 0.10% per annum and a floor of zero and (c) extend the maturity date of the Revolving Credit Facility to January 10, 2028 (five years from the effective date of Amendment No. 6), provided that the maturity date will be December 14, 2026 if more than $125.0 million in aggregate principal amount of Summit LLC’s senior unsecured notes due 2027 remain outstanding as of such date. All other material terms and provisions of the Revolving Credit Facility remain substantially the same as the terms and provisions in place immediately prior to the effectiveness of Amendment No. 6.

 

The foregoing description of Amendment No. 6 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 6 which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Amendment No. 6, dated as of January 10, 2023, to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (as amended by Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017, Amendment No. 3, dated as of May 22, 2018, Amendment No. 4, dated as of February 25, 2019 and Amendment No. 5, dated as of December 14, 2022), among Summit Materials, LLC, as the borrower, the guarantors party thereto, the several banks and other financial institutions or entities from time to time party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto.
   
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.
Date:  January 10, 2023  
     
  By: /s/ Christopher B. Gaskill
  Name: Christopher B. Gaskill
  Title: EVP, Chief Legal Officer & Secretary
     
  SUMMIT MATERIALS, LLC
   
     
  By: /s/ Christopher B. Gaskill
  Name: Christopher B. Gaskill
  Title: Secretary