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): June 18, 2015

Summit Materials, Inc.

Summit Materials, LLC

(Exact name of registrants as specified in their charters)

Delaware	001-36873	47-1984212
Delaware	333-187556	24-4138486
(State or Other Jurisdiction of Incorporation)	(Commission File Numbers)	(I.R.S. Employer Identification Nos.)

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 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 7.01. Regulation FD Disclosure.

In connection with the proposed acquisition by Summit Materials, Inc. (together with its subsidiaries, the “Company”) of certain assets from Lafarge North America Inc. (the “Acquisition”), the Company intends to, among other things, cause certain of its subsidiaries to enter into a new $650.0 million term loan facility (the “Proposed Term Loan”) that will be used, together with the proceeds of a proposed private offering of $275.0 million aggregate principal amount of senior notes to fund the initial $370.0 million payment due upon closing the Acquisition, to refinance the Company’s existing term loans and to redeem a portion of the Company’s existing 10 ¹⁄₂% senior notes due 2020. In connection with presentations to potential lenders for the Proposed Term Loan, the Company has prepared presentation materials, an extract of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated herein by reference.

For additional information regarding the Acquisition please see the registrants’ Current Report filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2015.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

The information in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report (including the exhibit attached hereto) contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in the registrants’ filings with the SEC. The registrants disclaim any obligation to update forward-looking statements, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Extract from Lender Presentation, dated June 18, 2015.

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.

Date: June 18, 2015	SUMMIT MATERIALS, INC.
	SUMMIT MATERIALS, LLC
	By:	/s/ Anne Lee Benedict
	Name:	Anne Lee Benedict
	Title:	Chief Legal Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Extract from Lender Presentation, dated June 18, 2015.

EX-99.1

Transaction Overview

Summit Materials, LLC ("Summit", the "Company“ or the "Borrower") is a leading, vertically-integrated, geographically

diverse construction materials company supplying aggregates, cement, ready-mixed concrete, asphalt and related paving

and construction services for a variety of end-uses in the U.S. construction industry and western Canada

Summit plans to complete, through its subsidiary Continental Cement Company, L.L.C. ("Continental Cement" or "CCC"), the

acquisition of Lafarge North America Inc.’s Davenport, Iowa cement plant and seven cement distribution terminals

("Davenport Assets") for $450 million plus CCC’s Bettendorf, Iowa cement distribution terminal (the "Transaction")

LTM March 2015, the Davenport Assets’ Pro Forma Revenue and Pro Forma Adjusted EBITDA was $146 and $56

1

million,

respectively

Transaction is expected to close in July 2015 and is contingent on final regulatory approval and the Lafarge-Holcim merger

closing

$370 million paid at closing; $80 million to be paid no later than 12/31/15

Summit intends to finance the initial $370 million, refinance its existing Term Loan B due 2019 and refinance a portion

of its existing Senior Unsecured Notes due 2020 with a new $650 million Term Loan B ("TLB") due 2022 and new $275

million Senior Unsecured Notes (“New Notes”)

Summit intends to satisfy $80 million via an equity raise

In LTM Q1 2015, Summit’s Pro Forma Net Revenue and Pro Forma Adjusted EBITDA was $1,315 and $268 million,

respectively

2

Pro Forma for the completion of the Davenport Assets transaction, Secured Net Leverage of 2.5x

and Net Leverage of 4.6x

(1)

Includes approximately $2 million of run-rate synergies (low end of $2-$4 million of estimated synergies range). See “Davenport Assets EBITDA Bridge” on slide 39 for more information.

(2)

Pro forma for all Summit completed acquisitions as of 3/28/15 and for the purchase of the Davenport Assets. See “Davenport Assets EBITDA Bridge” and “Summit EBITDA Bridge” on slides 39 and 38, respectively,

for more information. Summit LTM Q1 2015 Pro Forma Net Revenue calculated by subtracting Summit’s net revenue for Q1 2014 from Summit’s net revenue for fiscal 2014 and adding Summit’s net revenue for the

Q1 2015 and estimated net revenue for the Davenport Assets for LTM Q1 2015.

Exhibit 99.1

Davenport Assets Overview

One cement plant and seven cement distribution terminals

along the Mississippi River

Cement plant located in Davenport, IA along the Mississippi

River and produces one clinker type and two cement types

(both low alkali)

Effective capacity of approximately 1.2 million short

tons (“mt”) of cement

Combination with Summit’s Continental Cement business

creates a strategically  compelling and complementary

multi-plant cement business

Located in attractive growth markets in the midwestern

United States

LTM March 2015, the Davenport Assets:

Produced $146 million of Pro Forma Revenue and $56

million

1

of Pro Forma Adjusted EBITDA

Sold 1.5mt of cement through the seven distribution

terminals; 1.2mt supplied by the Davenport plant and

0.3mt from other sources

Business Overview

Geographic Footprint

CCC Bettendorf Terminal

CCC Hannibal Plant

CCC Terminal

Davenport Plant

Davenport Terminal

(1)

Includes approximately $2 million of run-rate synergies (low end of $2-$4 million of estimated synergies range).

Transaction Rationale

U.S. cement industry is moving back towards its historical domestic cement supply-demand imbalance

Demand is expected to exceed U.S. domestic capacity by 2017

Positive pricing trends

Most northern cement plant on the Mississippi River (1.2mt cement capacity)

Distributed ~1.5mt of cement in ’14; volume in excess of the Davenport plant capacity will be serviced with CCC capacity

Well-run, low-cost plant with strong management

Efficient barge, rail and truck distribution modes

1 of 4 terminal operators in New Orleans that can supply imported cement into the southern Mississippi River system

On-site limestone reserves of ~50 years

100% materials business in attractive cement sector; doubles Summit’s cement operations

Makes Summit the #3 player (PF 2.45mt cement capacity) on the U.S. mid-continent river system

Synergy opportunities include distribution efficiencies, alternative fuels optimization and best practices transfers

Enables CCC to utilize its excess capacity and bring additional supply to the Davenport terminal network

Expands Summit’s geographical diversity, providing new platforms for downstream growth

Complementary, experienced management teams across Davenport and CCC

Provides distribution infrastructure to support cement capacity expansion at CCC’s Hannibal plant

Increases Summit’s overall EBITDA margin percentage ~200 bps

Increases Summit’s materials-related earnings exposure by ~900 bps

Further margin expansion expected from improving industry fundamentals

4

1

2

3

Attractive Time to

Invest in the Cement

Sector

Premier Assets

Strong Strategic and

Operational Fit

Improves Summit’s

Margin and Earnings

Mix Exposure

Davenport Assets Pro Forma Financial Overview

(1)

Pro forma for combination of the Davenport cement plant and seven cement distribution terminals under Summit ownership based on internal Lafarge data and Summit estimates.

(2)

Costs include manufacturing costs, supply agreement costs, freight, terminal operating costs and general and administrative expenses. These amounts were derived by management based on data

provided by Lafarge and adjusted to reflect only the acquired assets. These adjustments required management estimates and assumptions.

(3)

Excludes approximately $2 million of run-rate synergies (low end of $2-$4 million of estimated synergies range). See “Davenport Assets EBITDA Bridge” on slide 39 for more information.

Ongoing market recovery in

volume and pricing continues to

drive top line growth

Plant uptime & reliability were

exceedingly strong in 2014

Sustainable, low-cost operations

through continuous improvement

and best-in-class preventive

maintenance have provided

significant operating leverage

Mature plant with low ongoing

maintenance CapEx

requirements

(millions, ex. Per unit metrics)

LTM

2012

1

2013

1

2014

1

3/31/15

1

Volume (mt)

1.214

1.320

1.467

1.474

% growth

--

8.7%

11.2%

0.5%

Revenue

$108.1

$122.1

$143.9

$146.1

per ton

$89.04

$92.50

$98.09

$99.12

% growth

--

13.0%

17.9%

1.5%

Costs

2

$80.5

$84.1

$92.5

$90.4

% of revenue

74.5%

68.9%

64.3%

61.9%

Adjusted EBITDA

3

--

--

$49.1

$53.4

per ton

--

--

$33.47

$36.23

% margin

--

--

34.1%

36.6%

% growth

--

--

29.6%

8.8%

Net CapEx

$2.9

$1.4

$3.3

$4.5

per ton

$2.39

$1.06

$2.25

$3.05

% of revenue

2.7%

1.1%

2.3%

3.1%

(1)

Pro Forma effects of acquisitions completed prior to March 28, 2015 (does not include June 2015 acquisition of Lewis & Lewis or Davenport).

Summit EBITDA Bridge

($ in millions)

2013A

2014A

LTM 3/28/15A

Net Loss

($104)

($6)

($33)

Interest Expense

56

87

92

Income Tax Benefit

(3)

(7)

(11)

Depreciation, Depletion, Amortization and Accretion Expense

72

88

95

Discontinued Operations

1

(1)

--

Goodwill Impairment

68

--

--

Initial Public Offering Costs

--

--

28

Loss on Debt Financings

--

--

1

Adjusted EBITDA

$92

$161

$172

Adjustments

Acquisition Transaction Expenses

$4

$9

$7

Management Fees and Expenses

3

5

5

Strategic Fees and Initiatives

4

0

--

Non-cash Compensation

2

2

2

Loss on Disposal and Impairment of Fixed Assets

12

9

9

Severance and Relocation Costs

3

1

1

Other

10

2

4

EBITDA for certain completed acquisitions

(2)

23

13

Pro Forma Adjusted EBITDA

$128

$212

$213

Revenue

$916

$1,204

$1,247

Delivery and Subcontract Revenue

(95)

(133)

(137)

Net Revenue

$821

$1,071

$1,110

Pro Forma Revenue Adjustment

1

9

102

59

Pro Forma Net Revenue

$830

$1,173

$1,169

Pro Forma Adjusted EBITDA Margin

15%

18%

18%

Davenport Assets EBITDA Bridge

(1)

Low

end

of

$2-$4

million

of

estimated

synergies

range.

(2)

Revenue

associated

with

non-Davenport

cement

through

certain

of

the

Davenport

Asset

terminals.

Allocated

Expenses:

Represents

corporate

overhead

allocated

to

the

Davenport Assets from Lafarge and Lafarge's parent company, Lafarge

S.A. These costs are derived from multiple levels of the organization

including geographic business unit expenses, product line expenses,

shared corporate expenses, and fees from a holding company. These

allocated costs are primarily related to corporate administrative

expenses and reorganization costs, employee related costs including

pensions and other benefits for corporate and shared employees, and

rental and usage fees for shared assets for the following functional

groups: information technology, accounting and finance services,

marketing and contract support, customer support, treasury, facility

and other corporate and infrastructural services.

Incremental

G&A:

Represents

incremental

overhead

costs

expected

to be incurred in conjunction with the Davenport Acquisition, such as

accounting, sales, pension costs, insurance and information

technology costs.

Supply

Agreements:

Represents

the

EBITDA

related

to

a

supply

agreement to sell third-party cement through the Davenport

Terminals. This agreement will be assigned to Summit Materials as

part of the Davenport Acquisition, but was not included in the audit of

the Lafarge Target Business' financial statements.

Other:

Represents

the

estimated

effect

from

the

application

of

Summit Materials' accounting policies, adoption of Summit Materials'

insurance policies and an adjustment to overhead allocated to the

Davenport terminals.

Synergies:

Synergy

opportunities

include

distributions

efficiencies,

alternative fuels optimization and sharing of operational best

practices.

1

5

1

2

2

3

4

3

4

5

LTM

($ in millions)

2014A

3/31/15A

Net Income

$15.3

$18.1

Income Tax Expense

7.8

9.1

Depreciation and Depletion

7.2

7.2

EBITDA

$30.3

$34.4

Allocated Corporate Overhead Expenses

$20.0

$20.6

Incremental G&A

(5.9)

(6.7)

Supply Agreements

4.7

5.2

Other

(0.0)

(0.2)

Adjusted EBITDA

$49.1

$53.4

Synergies

(1)

2.1

2.1

Pro Forma Adjusted EBITDA

$51.2

$55.5

Revenue

113.7

115.7

Supply agreement

(2)

30.2

30.4

Pro Forma Revenue

$143.9

$146.1