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): May 13, 2022

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	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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))

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.                                  ☐

Item 8.01    Other Events.  

On May 13, 2022, Summit Materials, LLC (the “Company”), an indirect subsidiary of Summit Materials, Inc., completed the divestiture (the “Divestiture”) of the Company's direct wholly-owned subsidiary, Hinkle Contracting Company, LLC, to an affiliate of CRH Americas Materials, Inc.

Additional information about the Divestiture is contained in its press release issued on May 16, 2022. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Summit Materials, Inc. dated May 16, 2022.
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:  May 16, 2022
	By:	/s/ Christopher B. Gaskill
	Name:	Christopher B. Gaskill
	Title:	EVP, Chief Legal Officer & Secretary

	SUMMIT MATERIALS, LLC.
Date:  May 16, 2022
	By:	/s/ Christopher B. Gaskill
	Name:	Christopher B. Gaskill
	Title:	Secretary

EX-99.1

SUMMIT MATERIALS ANNOUNCES DIVESTITURE OF HINKLE CONTRACTING TO CRH AMERICAS MATERIALS DENVER, May 16, 2022--Summit Materials, Inc. (NYSE: SUM) ("Summit," “Summit Materials,” “Summit, Inc.” or the "Company"), a leading vertically integrated construction materials company, today announced the divestiture of Kentucky-based Hinkle Contracting Company, LLC (“Hinkle”) to an affiliate of CRH Americas Materials, Inc., a subsidiary of CRH PLC (“CRH Americas”). “Hinkle was among Summit’s early acquisitions and an integral part of the Company’s foundational growth,” said Summit Materials CEO Anne Noonan. “Moving forward, we are pleased to have reached a mutually beneficial transaction with CRH Americas for Hinkle at an attractive valuation of over 10X 2021 adjusted EBITDA, delivering value to our stakeholders. We are committed to working with CRH Americas on a smooth transition for the Hinkle employees and customers.” The Hinkle divestiture supports the Company’s Elevate Summit Strategy which includes a disciplined and ongoing portfolio optimization designed to drive Summit forward with its strategic priority of being a materials-led company with selective participation in high return downstream businesses. The Hinkle sale represents Summit’s tenth business divestiture since launching the Elevate Summit strategy in March of 2021. “The implementation of our Elevate Summit long term strategy continues to drive improved execution and financial performance as evidenced by record reported 2021 Net Revenue, Net Income, Adjusted Cash Gross Profit, and Adjusted EBITDA,” continued Noonan. “Our Market Leadership focus, which combines organic growth and portfolio optimization - together with a stronger balance sheet position will provide Summit with the financial flexibility to support future growth through continued greenfield investments and the pursuit of strategic acquisitions to further enhance shareholder value.” Further details on the Company’s portfolio optimization initiatives, guidance, and EBITDA impact for 2022 will be provided at Summit Materials investor day, scheduled for May 24, 2022. Please see the investor relations page of the Company’s website for meeting details. Stephens Inc. acted as the exclusive financial advisor to Summit on the transaction. 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. For more information about Summit Materials, please visit www.summit-materials.com.

Cautionary Statement Regarding Forward-Looking Statements This press release contains "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. These forward- looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be 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 January l, 2022. Such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), which are accessible on the SEC's website at www.sec.gov. 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.

XML

Cover Document	May 13, 2022
Entity Information [Line Items]
Entity Registrant Name	Summit Materials, Inc.
Document Type	8-K
Document Period End Date	May 13, 2022
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36873
Entity Tax Identification Number	47-1984212
Entity Address, Address Line One	1550 Wynkoop Street
Entity Address, Address Line Two	3rd Floor
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
Entity Central Index Key	0001621563
Amendment Flag	false
Summit Materials Llc
Entity Information [Line Items]
Entity Registrant Name	Summit Materials, LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-187556
Entity Tax Identification Number	26-4138486