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): October 14, 2013
Summit Materials, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 333-187556 | 24-4138486 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1550 Wynkoop Street
3rd Floor
Denver, CO 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2013, Summit Materials, LLC (“Summit” or the “Company”) announced that Brian J. Harris, 57, was appointed Chief Financial Officer of the Company and the Company’s indirect parent entity, Summit Materials Holdings L.P. (“Parent”), effective as of October 14, 2013.
Prior to joining Summit, Mr. Harris served as Executive Vice President and Chief Financial Officer of Bausch & Lomb Holdings Incorporated, a leading global eye health company, from 2009 to 2013. From 1990 to 2009, Mr. Harris held positions of increasing responsibility with industrial, automotive, building products and engineering manufacturing conglomerate Tomkins plc, including President of the $2 billion worldwide power transmission business for Gates Corporation, and Senior Vice President for Strategic Business Development and Business Administration, Chief Financial Officer, and Secretary of Gates Corporation. Mr. Harris earned his Bachelor of Accountancy from Glasgow University and is qualified as a Scottish Chartered Accountant.
The Company has agreed to pay Mr. Harris a base salary of $475,000, with a target bonus of 75% of his base salary, based upon the
achievement of performance targets to be determined annually, with a potential bonus of up to 150% of base salary for extraordinary performance. In addition, Mr. Harris will receive a grant of Class D unit interests in Parent and will be
eligible to receive certain grants of Class D unit interests in the future and to make certain investments in Parent’s equity securities. The Company expects to enter into an employment agreement with Mr. Harris once the terms of his
compensation arrangements are finalized and will file an amendment to this Current Report on Form 8-K to report any additional information called for by
Item 5.02(c)(3) of Form 8-K within four business days after such information is
determined or becomes available.
Effective upon Mr. Harris’s appointment as Chief Financial Officer, on October 14, 2013, John R. Murphy resigned from his position as Interim Chief Financial Officer of the Company and Parent. Mr. Murphy will provide consulting services in connection with the transition through November 14, 2013. Compensation to Mr. Murphy for his service as Interim Chief Financial Officer, and for his consulting services for a one month transition period, equals $446,500 per annum (or $37,208 per month). Mr. Murphy will continue to serve as a director and chairman of the audit committee of the board of directors of the general partner of Parent.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated October 18, 2013 |
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, LLC | ||
| By: | /s/ Thomas Hill | |
| Name: | Thomas Hill | |
| Title: | Chief Executive Officer | |
Date: October 18, 2013
Exhibit 99.1
Summit Materials Announces Appointment of Chief Financial Officer and Chief Legal Officer
Brian J. Harris named Chief Financial Officer
Anne L. Benedict named Chief Legal Officer
Denver, CO. October 18, 2013 –Summit Materials (“Summit” or the “Company”) today announced the appointment of Brian J. Harris, as Chief Financial Officer, effective October 14, 2013, and Anne L. Benedict as Chief Legal Officer, effective October 1, 2013.
Mr. Harris joins Summit after serving as Executive Vice President and Chief Financial Officer of Bausch & Lomb Holdings Incorporated, a leading global eye health company, since 2009. Mr. Harris previously held positions of increasing responsibility with industrial, automotive, building products and engineering manufacturing conglomerate Tomkins plc, including President of the $2 billion worldwide power transmission business for Gates Corporation, and Senior Vice President for Strategic Business Development and Business Administration, Chief Financial Officer, and Secretary of Gates Corporation. Mr. Harris earned his Bachelor of Accountancy from Glasgow University and is qualified as a Scottish Chartered Accountant. With the appointment of Mr. Harris, John R. Murphy has stepped down as Interim Chief Financial Officer. Mr. Murphy will continue to serve as a director and chairman of the audit committee of the board of directors of the Company’s indirect parent company.
Prior to joining Summit, Ms. Benedict was a partner in the Washington, D.C. office of global law firm Gibson, Dunn & Crutcher LLP, where her practice involved a wide range of corporate law matters, including mergers and acquisitions, joint ventures and other strategic transactions, securities offerings, securities regulation and disclosure issues, and corporate governance matters. Ms. Benedict is a graduate of the University of Pennsylvania Law School. She holds a Bachelor of Arts degree in English and Psychology from the University of Michigan.
Contact:
For Summit Materials:
info@summit-materials.com
303-893-0012
For Blackstone:
Christine Anderson
212-583-5182
For Silverhawk:
Ted Gardner
704-409-3334
About Summit Materials
Summit Materials was formed in 2009 to develop a leading business in the aggregates and heavy-side building materials sector through strategic acquisitions. Summit Materials was founded by its CEO Tom Hill and a group of investors that include members of its management team, Blackstone Capital Partners V L.P., and Silverhawk Capital Partners. Tom Hill is the former CEO of Oldcastle Inc., the U.S. division of CRH, Plc. To date Summit Materials has completed over 20 acquisitions, and through its three regions, East, Central, and West, it conducts operations in Kentucky, Tennessee, Virginia, Kansas, Missouri, Illinois, Iowa, Utah, Idaho, Wyoming, Colorado, Texas, Arkansas, and Oklahoma. Further information is available at www.summit-materials.com
About The Blackstone Group
Blackstone (NYSE: BX) is one of the world’s leading investment and advisory firms. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, the companies it advises and the broader global economy. The firm accomplishes this through the commitment of its people and flexible capital. Blackstone’s alternative asset management businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com
About Silverhawk Capital Partners
Silverhawk is an independent investment group established in 2005 to invest in management buyouts and other private equity transactions in the Industrial, Energy/Natural Resources and Business Service sectors. The partners of Silverhawk have invested as a team and operated businesses since 1989. Further information is available at www.silverhawkcapitalpartners.com.