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): September 7, 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	(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. ☐

Item 7.01. Regulation FD Disclosure.

Press Release

On September 7, 2023, Summit Materials, Inc. (the “Company”) issued a press release announcing the entry by the Company into a Transaction Agreement (the “Transaction Agreement”) with Argos North America, Corp., a Delaware corporation (“Argos USA”), Cementos Argos S.A., a sociedad anónima incorporated in the Republic of Colombia (“Cementos Argos”), Argos SEM LLC, a Delaware limited liability company (“Argos SEM”) and Valle Cement Investments, Inc., a sociedad anónima incorporated in the Republic of Panama (“Valle Cement” and, together with Argos SEM, the “Argos Parties”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire all of the outstanding equity interests of Argos USA from the Argos Parties. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Investor Presentation

On September 7, 2023, the Company posted on its website, www.summit-materials.com, under “Investor Relations,” an investor presentation (the “Investor Presentation”). A copy of the Investor Presentation that was posted by the Company is furnished as Exhibit 99.2 hereto and is incorporated in this Item 7.01 by reference.

The information included under Item 7.01 of this Current Report on Form 8-K 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 Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically incorporated by reference into any such filing.

Item 8.01. Other Events.

Debt Commitment Letter

In connection with the entry into the Transaction Agreement, Summit Materials, LLC entered into a commitment letter (the “Debt Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (“MSSF”), pursuant to which MSSF has committed, subject to customary conditions, to provide Summit Materials, LLC with debt financing for the Transaction consisting of an up to $1,300 million senior 364-day term loan facility (the “Debt Commitment Financing”). The proceeds of the Debt Commitment Financing will be used to pay the cash purchase price for the Transaction and pay related transaction costs. MSSF or its affiliates have provided, or may in the future provide, certain commercial banking, financing advisory, investment banking and other services in the course of business for the Company, its subsidiaries and certain of its affiliates, for which they have received customary fees and commissions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Summit Materials, Inc. dated September 7, 2023.
99.2	Investor Presentation.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* * *

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 Transaction. In connection with the Transaction, the Company plans to file with the SEC a 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 shareholders in connection with the Transaction. The issuance of the stock consideration for the Transaction will be submitted to the Company’s shareholders for their consideration. Before making any voting decision, the Company’s shareholders 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 Transaction.

The Company’s shareholders 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/.

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 shareholders in connection with the Transaction. Information about the directors and executive officers of the Company and their ownership of common stock of the Company is set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023 and in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 10, 2023. 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 Transaction 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,” “outlook,” “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 benefits of the proposed transaction between the Company and Argos USA (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other 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 31, 2022, 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:

– 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 us and Argos USA;

– the outcome of any legal proceedings that may be instituted against us, Argos USA or Cementos Argos;

– the possibility that the Transaction 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 (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction);

– the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we and Argos USA operate;

– the ability to promptly and effectively integrate our business and the businesses of Argos USA;

– the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

– reputational risk and potential adverse reactions of our or Argos USA’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction;

– the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction;

– the diversion of management’s attention and time from ongoing business operations and opportunities on Transaction-related matters; and

– the impact of the global COVID-19 pandemic on our or Argos USA’s businesses, the ability to complete the Transaction or any of the other foregoing risks.

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: September 7, 2023	By:	/s/ Christopher B. Gaskill
	Name:	Christopher B. Gaskill
	Title:	EVP, Chief Legal Officer & Secretary

EX-99.1

Exhibit 99.1

Summit Materials to Combine with Argos USA,

Creating a Materials-Led Enterprise with National Scale

Accelerates ‘Elevate Summit’ by Creating Premier Enterprise
with ~$1 billion Combined EBITDA Including $100 Million of Synergies

Expands Summit’s Cement Footprint in Rapidly Growing, Year-Round Markets with Reduced Seasonality

Enhances Scale and Ability to Meet Demand in Increasingly Capacity-Constrained U.S. Cement Market

Expected to Increase Free Cash Flow per Share by 15-25%

DENVER, (September 7, 2023) — Summit Materials, Inc. (NYSE: SUM) (“Summit,” “Summit Materials,” "Summit Inc." or the “Company”) is pleased to announce it has entered into a definitive agreement with Cementos Argos S.A. (CCB.CN, CEMARGOS CB) (“Cementos Argos”) under which Summit will combine with Argos North America Corp. (“Argos USA”), the U.S. operations of Cementos Argos in a cash and stock transaction valued at $3.2 billion.

Argos USA is among the largest cement producers by total installed capacity in its areas of operations, which include the Southeast, Mid-Atlantic, and Texas. With its asset footprint comprising four integrated cement plants, approximately 140 ready-mix plants and eight ports, Argos USA’s portfolio is well positioned to capitalize on positive demand drivers across public infrastructure, residential, and commercial end-markets. Argos USA has a total installed cement grinding capacity of 9.6 million tons per annum with additional import capacity providing incremental scale and operational flexibility. Approximately 85% of Argos USA EBITDA is generated from its leading cement platform.

The combination of Summit and Argos USA will create the fourth-largest cement platform in the United States and accelerates Summit’s ‘Elevate Summit’ strategy, enhancing the Company’s materials-led approach and positioning it for even greater success with a national footprint and significantly improved scale. With a deeper and broader network of assets, Summit and its shareholders will benefit from geographic diversification, expanded operational and commercial capabilities, and the ability to better meet growing demand for high quality construction materials in the United States.

Under the terms of the agreement, Cementos Argos will receive approximately $1.2 billion in cash (~40% of transaction value) subject to closing adjustments, and approximately 54.7 million shares of Summit stock (~60% of transaction value), valuing Argos USA at approximately $3.2 billion based on Summit’s closing share price of $36.00 as of September 6, 2023. The transaction reflects a pre-synergized enterprise value to EBITDA multiple of approximately 10x based on full year 2023 estimated EBITDA for Argos USA or below 8x on a post-synergies basis.

Anne Noonan, Summit Materials President and CEO said, “Combining Argos USA with Summit is a significant milestone as we execute against and accelerate our materials-led portfolio strategy. The transaction will extend our geographic reach into high growth markets, creating a leading cement enterprise nationwide, and bring together two talent-rich organizations to innovate and deliver value-added solutions for our customers. Financially, we have clear line of sight to achieving targeted synergies of more than $100 million annually as we unlock the full potential of this powerful combination. The Argos USA team has done an excellent job growing and operating its business, and we look forward to welcoming them, and their expertise, to the Summit family.”

Jorge Mario Velasquez, Chairman of the Board at Cementos Argos SA said: “We are committed to strengthen and help shape the future of the combined company: we intend to be long-term shareholders. Our commitment to the success of this platform transcends the transaction itself. We believe in the growth potential and value generation that this transaction offers, and we want to actively participate jointly with the Summit family by contributing our knowledge and expertise to drive that growth.”

Strategic and Financial Benefits of the Transaction

Accelerates ‘Elevate Summit’ Strategy:

· Creates a materials-led North American leader with over $4 billion in revenue and approximately $1 billion in EBITDA, including synergies.

· Increases Summit’s annual EBITDA generated by Aggregates and Cement to 78%, up from 70% at year-end 2022.

· Expands Summit’s position in high-growth, underserved MSAs and enhances Summit’s ability to meet customer demand for cement in a capacity-constrained domestic market.

· Strengthens Summit’s platform for Aggregates growth across the Southern U.S.

Extends Summit’s Leadership Position in Cement:

· Creates the largest U.S. based cement producer with the addition of Argos USA’s four strategically located cement plants.

· Reduces the seasonality of Summit’s cement business due to enhanced geographic diversification, particularly in the Southeast, Mid-Atlantic, and Texas.

· Extensive network of rail and port assets provides low-cost modalities, high quality customer service, and operational flexibility.

Commitment to Excellence, Sustainability, and Innovation:

· Enhances internal efficiencies, sourcing opportunities, and solutions for customers, building on improvements in EBITDA margin within Summit’s Cement Business, which has improved to 36.7%, up nearly 250 basis points since 2020.

· Underscores Summit’s commitment to being the most socially responsible integrated construction materials solutions provider. Leveraging a proven track record on sustainability, Summit will apply its unique Green America Recycling Business as well as other fuel and emissions reducing technologies to a broader platform.

· With an extensive pool of talent, resources, and operational expertise, the combined company will be poised to drive innovation in the construction materials industry.

Significant Synergy Generation and Value Creation with a Well Capitalized Balance Sheet:

· Greater than $100 million of annual operational synergies, via improved plant productivity and operational excellence initiatives, sourcing and SG&A optimization, and fleet modernization. Significant synergy realization expected within two years of transaction close.

· Pro forma combined EBITDA, inclusive of synergies, is expected to be approximately $1 billion before additional growth and expansion opportunities associated with a larger platform.

· The transaction is expected to be 15-25% accretive to free cash flow per share as well as accretive to the Company’s revenue and EBITDA growth rates.

· The Company expects Return on Invested Capital from the transaction to exceed its Weighted Average Cost of Capital by year three and for the Company’s overall ROIC to exceed 10% within two years of close.

· Assuming a first half 2024 close, the Company expects pro forma net leverage to be at or below 3x combined EBITDA (before synergies). The Company will continue to uphold its long-term commitment to maintaining leverage below 3x Net Debt to EBITDA with significant free cash flow generation driving de-leveraging.

Transaction Terms

Under the terms of the agreement, which has been unanimously approved by both companies’ Boards of Directors, Cementos Argos will receive approximately 54.7 million shares of Summit stock and approximately $1.2 billion in cash, subject to closing adjustments, valuing Argos USA at approximately $3.2 billion based on Summit’s closing share price of $36.00 as of September 6, 2023. Cementos Argos will own approximately 31% of the combined company on a fully diluted basis upon the closing of the transaction.

Cementos Argos will enter into a shareholder agreement with Summit at closing of the transaction pursuant to which Cementos Argos will be subject to certain standstill provisions and a 24-month lock-up period on sales of Summit shares.

Management, Board of Directors

Following the closing of the transaction, the combined company will be led by Anne Noonan, Summit’s President and CEO. At closing, the combined company will continue to operate as Summit Materials and continue to trade on the NYSE under the ticker symbol “SUM.”

The Summit Board of Directors is expected to comprise eight Summit-appointed representatives and three representatives appointed by Cementos Argos.

Financing

Committed financing for the transaction, in the form of a bridge loan to finance the cash consideration is being provided by Morgan Stanley. Permanent financing expected to be jointly arranged by Morgan Stanley and BofA Securities.

Timing and Approvals

The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including regulatory approvals and approval by Summit Materials shareholders.

Advisors

Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to Summit Materials.

Webcast and Conference Call Information

Summit Materials will host an investor conference call today, September 7, 2023, at 8:00 a.m. eastern time (6:00 a.m. mountain time) to discuss today’s announcement and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investors section of Summit’s website at investors.summit-materials.com or at the following link: https://events.q4inc.com/attendee/975577122.

To participate in the live teleconference:

Domestic Live:	1-888-330-3416
International Live:	1-646-960-0820
Conference ID:	1542153

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.

About Cementos Argos S.A

Cementos Argos is a growing multinational company, producer and distributor of cement, concrete, and aggregates. With nearly 90 years of history, it has a presence in sixteen countries and territories. Thanks to its installed capacity, value creation for its stakeholders, constant innovation, and commitment to sustainability, Argos is a leader in Colombia and has become a significant player in the industry in the Americas. It has nearly 7,000 employees, 11 integrated cement plants, 197 concrete plants, 7 aggregate plants, 9 clinker grinding mills, 29 ports and terminals, almost 1,700 mixer trucks, over 1,500 train wagons, and 4 vessels of its own. Its total installed capacity is 24 million tons of cement, and in 2022, it exported to 25 destinations. For more information, you can visit www.argos.co.

Non-GAAP Financial Measures

The Securities and Exchange Commission (“SEC”) regulates the use of “non-GAAP financial measures,” such as Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Free Cash Flow, Net Leverage and Net Debt which are derived on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). We have provided these measures because, among other things, we believe that they provide investors with additional information to measure our performance, evaluate our ability to service our debt and evaluate certain flexibility under our restrictive covenants. Our Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Free Cash Flow, Net Leverage and Net Debt may vary from the use of such terms by others and should not be considered as alternatives to or more important than net income (loss), operating income (loss), revenue or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or to cash flows as measures of liquidity.

Adjusted EBITDA, Adjusted EBITDA Margin, and other non-GAAP measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of the limitations of Adjusted EBITDA are that these measures do not reflect: (i) our cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, our working capital needs; (iii) interest expense or cash requirements necessary to service interest and principal payments on our debt; and (iv) income tax payments we are required to make. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA, Adjusted EBITDA Margin and other non-GAAP measures on a supplemental basis.

Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Free Cash Flow, Net Leverage and Net Debt reflect additional ways of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to U.S. GAAP financial measures included in the tables attached to this press release, may provide a more complete understanding of factors and trends affecting our business. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure. Reconciliations of the non-GAAP measures used in this press release are included in the attached tables.

Cautionary Statement Regarding Forward-Looking Statements

These materials include “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,” “outlook,” “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 benefits of the proposed transaction between Summit Materials and Cementos Argos S.A.(the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other 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 Summit Materials Annual Report on Form 10-K for the fiscal year ended December 31, 2022, 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:

– 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 us and Cementos Argos S.A.;

– the outcome of any legal proceedings that may be instituted against us or Cementos Argos S.A.;

– the possibility that the Transaction 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 (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction);

– the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we and Cementos Argos S.A.operate;

– the ability to promptly and effectively integrate our business and the businesses of Cementos Argos S.A.;

– the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

– reputational risk and potential adverse reactions of our or Cementos Argos S.A.’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction;

– the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction;

– the diversion of management’s attention and time from ongoing business operations and opportunities on Transaction-related matters; and

– the impact of the global COVID-19 pandemic on our or Cementos Argos S.A.’s businesses, the ability to complete the Transaction or any of the other foregoing risks.

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 these materials. 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 Transaction.  In connection with the Transaction, Summit Materials plans to file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”).  This communication is not a substitute for the Proxy Statement or any other document that Summit Materials may file with the SEC and send to its shareholders in connection with the Transaction.  The issuance of the stock consideration for the Transaction will be submitted to Summit Materials shareholders for their consideration.  Before making any voting decision, Summit Materials shareholders 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 Summit Materials and the Transaction.

Summit Materials shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Summit Materials, free of charge, at the SEC’s website (www.sec.gov).  Copies of the Proxy Statement and other documents filed by Summit Materials with the SEC may be obtained, without charge, by contacting Summit Materials through its website at https://ir.Summit Materials.com/.

Participants in the Solicitation

Summit Materials, its directors, executive officers and other persons related to Summit Materials may be deemed to be participants in the solicitation of proxies from Summit Materials shareholders in connection with the Transaction.  Information about the directors and executive officers of Summit Materials and their ownership of common stock of Summit Materials is set forth in Summit Materials annual report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023 and in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 10, 2023.  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 Transaction when they become available.  Free copies of these documents may be obtained as described in the preceding paragraph.

Summit Materials Company

Investor Contact: Andy Larkin (720) 618-6013

Media Contact: Karli Anderson

EX-99.2

Exhibit 99.2

Summit Materials to Combine with Argos USA Creating a Materials - Led Enterprise with National Scale September 7, 2023

Forward Looking Statements 2 These materials include “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,” “outlook,” “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 benefits of the proposed transaction between Summit Materials and Cementos Argos (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other 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 Summit Materials’ Annual Report on Form 10 - K for the fiscal year ended December 31 , 2022 , 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 : • 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 us and Cementos Argos; • the outcome of any legal proceedings that may be instituted against us or Cementos Argos; • the possibility that the Transaction 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 (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); • the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we and Cementos Argos operate; • the ability to promptly and effectively integrate our business and the businesses of Cementos Argos; • the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; • reputational risk and potential adverse reactions of our or Cementos Argos' customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; • the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction; • the diversion of management’s attention and time from ongoing business operations and opportunities on Transaction - related matters; and • the impact of the global COVID - 19 pandemic on our or Cementos Argos' businesses, the ability to complete the Transaction or any of the other foregoing risks. 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 these materials . 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 Transaction . In connection with the Transaction, Summit Materials plans to file with the SEC a proxy statement on Schedule 14 A (the “Proxy Statement”) . This communication is not a substitute for the Proxy Statement or any other document that Summit Materials may file with the SEC and send to its shareholders in connection with the Transaction . The issuance of the stock consideration for the Transaction will be submitted to Summit Materials shareholders for their consideration . Before making any voting decision, Summit Materials shareholders 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 Summit Materials and the Transaction . Summit Materials shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Summit Materials, free of charge, at the SEC’s website ( www . sec . gov ) . Copies of the Proxy Statement and other documents filed by Summit Materials with the SEC may be obtained, without charge, by contacting Summit Materials through its website at https : //investors . summit - materials . com/corporate - profile/default . aspx . Participants in the Solicitation Summit Materials, its directors, executive officers and other persons related to Summit Materials may be deemed to be participants in the solicitation of proxies from Summit Materials shareholders in connection with the Transaction . Information about the directors and executive officers of Summit Materials and their ownership of common stock of Summit Materials is set forth in Summit Materials annual report on Form 10 - K for the fiscal year ended December 31 , 2022 , which was filed with the SEC on February 16 , 2023 and in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 10 , 2023 . 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 Transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Today’s Presenters 3 Anne Noonan Chief Executive Officer Summit Materials Scott Anderson Chief Financial Officer Summit Materials Agenda TRANSACTION OVERVIEW STRATEGIC RATIONALE FINANCIAL BENEFITS ACCELERATING ‘ELEVATE SUMMIT’ Q&A

Creating a Materials - Led Enterprise with National Scale 4 Accelerates ‘Elevate Summit’ Strategy • Creates materials - led North American leader with $4B+ revenue and ~$1B EBITDA 1 • Increases annual EBITDA generated from Aggregates and Cement to 78% • Expands position in high - growth, underserved MSAs to meet growing customer demand Extends Summit's Cement Leadership • Adds four strategically located cement plants creating largest U.S. based cement platform • Reduces seasonality of Summit's cement business through geographic diversification • Creates extensive network of rail and port assets Commitment to Excellence, Sustainability, and Innovation • Enhances internal efficiencies, sourcing opportunities and customer solutions • Provides opportunity to apply unique Green America Recycling Business to broader platform • Creates opportunity to drive innovation in construction materials industry 1. Including $100MM of synergies

Attractive Financial Benefits Expected 5 Significant Synergy Opportunity • +$100MM p.a. of operational synergies • Significant synergy realization within two years Attractive Transaction Value • ~10x 2023E EBITDA multiple; less than 8x synergized • ROIC from transaction > WACC by year three Accretive to Financial Metrics • 15 - 25% free cash flow per share accretion expected • Accretive to EBITDA growth rates with double - digit growth going forward Well Capitalized Balance Sheet • Closing net leverage ≤3x combined EBITDA (before synergies) • Significant combined free cash flow to drive deleveraging

Transaction Overview 6 Summit Materials to combine with Argos USA in $3.2B transaction Consideration to Cementos Argos of $1.2B in cash and ~54.7M shares of Summit stock Cementos Argos to own ~31% of combined company Anne Noonan to serve as CEO of combined company Board will comprise 8 Summit - appointed representatives and 3 representatives appointed by Cementos Argos

Integrated cement plant Grinding plant RMC sub - platforms Rail Terminal 1 Port 2 Argos USA: Leading Cement and Ready - Mix Producer Vertically Integrated Operations Strategically Located in Some of the Fastest - Growing Regions of the US Current Footprint By the Numbers 4 Integrated cement plants 2 Grinding plants 9.6MM tons Installed cement grinding capacity 67.5 Years of average reserve life 8 Ports 10 Inland terminals 140 Ready - mix plants 77% of cement needs self - supplied 900 Mixer trucks with average age <7 years 2,300 Employees Financial Overview ~ 85 % Cement ~ 15% RMX H o ust o n T a m p a Ch a rlot t e Jacksonville Orlando Ral e igh Atlanta 1 . Terminals facilitate the transfer of cement using land - based modes (e.g., rail, truck) 2. Ports facilitate transfer of cement using barge or ship 7 $1.7B+ Revenue $300 - 330M EBITDA Adjusted EBITDA Generation

Expands Cement Platform in High Growth Markets Adding four strategically located cement plants creates largest U . S . based cement producer Attractive geographic diversification in the Southeast, Mid - Atlantic and Texas reduces seasonality of Summit’s cement business Expansion into favorable geographies centered around fastest growing MSAs Broadest network of logistics assets across the East & Gulf Coast Ability to apply Green America Recycling and other fuel and emissions reducing processes to broader cement platform Summit + Argos USA 6 Cement plants 19 T e rminal s Argos USA terminals Argos USA cement plants Summit terminals Summit cement plants Leveraging Summit Track Record of Margin Expansion 34 . 3 % 36.7% Summit Cement FY 2020 Adj. Ebitda Margins Summit Cement LTM Q2 2023 Adj. EBITDA Margins ~250bps i mp r ov eme n t 8 Sources: Argos USA, Morgan Stanley Equity Research

Strong Presence in Attractive, High - Growth Geographies 9 Source: Fitch estimates ~7 7 % of Argos USA revenue in high growth markets 2023 – 2028E Population CAGR (Argos USA States with Cement Presence) – Indexed to 100 by the Average of States without Argos USA Presence 214 187 181 1 7 6 169 92 145 105 100 T e x as North Carolina G eo r gia F lori d a South Carolina Alabama V i rgi n ia Maryland Average of States Without Argos USA Presence 4% 13% 1 0 % 2 4 % 1 2 % 9% 5% 7% % of Argos USA ’22 Cement Revenue ~70% of Argos USA revenue generated in ‘all - season’ markets

Compelling Cement Dynamics for the Near and Longer - Term 10 Attractive Long - Term Supply Dynamics U.S. cement is a +100Mt industry and expected to grow ~20Mt estimated domestic production shortfall vs. demand in U.S. by 2027 Imports have served ~10 – 15Mt in the U.S. market since 2015 despite domestic capacity addition Underpinned by Demand Tailwinds Residential: Structurally under supplied market Non - Residential: strength in manufacturing and renewables Infrastructure: +$550Bn in new Federal funding from the Bipartisan Infrastructure Framework

Summit Materials’ Market Leadership 11 Positioned to meet growing demand for high quality construction materials 4 th Largest U.S. Cement Producer U.S. Cement Grinding Capacity (Metric Tons / Year) 11.8 9 . 6 2. 2 Pro Forma 6 th Largest U.S. Aggregates Producer Total Sand, Gravel, and Stone Volume (MM Tons) 4 7 . 3 Sources: MSHA, Wall Street Research Complemented by Leading Ready - Mix Positions in Select Markets U S A

Increased Scale and Financial Strength 12 C e me n t Aggregates Re a d y - M i x Other Downstream Su mm i t Argos USA Su mm i t Argos USA S yn e r g i e s ( $ 1 0 0 MM ) ~$1.0Bn ~ $4.2Bn Pro Forma 2023E Summit + Argos USA E B I T D A R e v enu e Materials - led Portfolio 78% Materials Up from Summit sta n d a l o n e of 70% in 2022

$100M+ of Operational Synergies 13 • Expect EBITDA operational synergies of at least $100M annually • Significant number of targeted synergies to be achieved by year two • Additional upside potentially via: - Pricing / mix optimization - Plant network overhead Ceme nt Procurement RMC +$100MM Capital investments for sustaining and growing asset base expected to be consistent with historic levels (~10% of revenue) • Plant OEE opportunity • Increased alternative energy fuels via Green America Recycling • Full PLC adoption • Plant network optimization • Operational Performance KPIs / Delivery excellence • Fleet modernization & R&M improvement • Centralized spend optimization

Elevate Priorities Combination with Argos USA Materials - led market leadership Leading cement producer with unique logistics and ports network “Best owner” approach to portfolio optimization & asset light partnerships Vertically - integrated platform in fast growing regions Most socially responsible Accelerates sustainability initiatives with opportunity to apply GAR program to Argos USA assets Innovative solutions Digitalization and Value - Added Specialty Products (VASP) to drive customer experience Culture of excellence, simplification, and standardization Opportunity to bring operational and commercial excellence to new and broader platform People are our greatest asset Experienced team with a history of success Accelerates Elevate Summit Strategy 14

Combination Fits Into the ‘Elevate Summit’ Scorecard 15 Leverage Leverage Below Goal 22.6% 8.0% 3 . 2 x 1. Adjusted EBITDA margin and ROIC includes pro forma run - rate synergies of ~$100M M 2 020A Summit Standalone (as of Q2 2023) Pro Forma Summit + Argos USA 1 ‘Elevate Summit’ Goal >30% <3x >10% 2 0 2 0 A Progress G o a l ROIC Strong ROIC Adjusted EBITDA Margin In - line with Summit Standalone Further Deleveraging via strong FCF > 10% within 2 years > 30% C o m m i t m e n t Pro Forma

Balanced Portfolio with Increased Materials Exposure 16 Delivering on M&A criteria to invest in priority markets, richen product mix and improve quality of earnings Approximate Percent Adjusted EBITDA by LOB Summit 2020A Summit 2022A Materials Materials Pro Forma 2023E with Argos USA Materials Above Horizon 2 Target of +75%

17 Summit Sustainability Path Green America Recycling (GAR) is a growth driver and margin enhancer for its 2 plants 1 st in the US to transition all plants to Portland Limestone Cement (PLC), which has a cost and emissions benefit 1 st in the US to implement FuelFlex Pyrolyzer to achieve 55% fossil fuel replacement at the Davenport plant Actively exploring hydrogen plant co - location options and carbon capture technologies Argos USA Opportunities Investing to expand GAR to their cement footprint can boost EBITDA and unlock new business opportunities Expanding Eco - Strong PLC from roughly half the cement portfolio to all plants will further reduce costs and emissions Acceleration of stated ambition to boost alternative fuel usage at the 4 cement plants from ~14% today to 40% by 2030 Actively exploring lower CO2 binders, grinding capacity improvements, developing Fly Ash alternatives Value Creation through financial returns and lower emissions GAR goes from 2 plants up to as many as 6 cement plants Doubles PLC production across the combined entity Boosts alternative fuel usage from low - mid teens to over 40 - 50 % , significantly lowering fossil fuel cost and impacts Expands portfolio of options to significantly reduce the emissions and costs of operating cement plants Expanding Sustainability Success Summit and Argos USA on a Similar Path Towards Value Creation Through Sustainability Sources: Cement News, Argos Integrated Report, Argos 2022 EcoStrong Materials

Driving Innovation and Growth Combining 2 leaders in Cement R&D Together, we’ll drive innovation, lower costs, and develop new business opportunities Argos USA’s R&D model blends deep and specialized scientific knowledge with practical, customer - facing technical expertise Argos USA currently operates R&D labs in the United States, and also benefits from a partnership with a world - class Colombian Innovation Center We expect to continue that partnership agreement as part of this combination. Spotlight: Argos USA’s Supplementary Cementitous Materials (SCM’s) Argos SCM's generally result in improved strength, durability and resiliency Clinker substitution is a key theme in the industry, with production of cement migrating to an increased use of SCMs, such as fly ash and calcined clay to reduce fossil fuel dependency and lower emissions Eco - friendly manufacturing process that uses industrial byproducts that would otherwise be discarded 18 Source: Argos Supplementary Cementitious Materials

Transaction Details 19 Consideration • Summit to combine with Argos USA in $3.2B transaction • Consideration of ~$1.2B in cash (~40% of transaction value) and ~54.7M shares of Summit stock (~60% of transaction value) to Cementos Argos Ownership • Summit shareholders: ~69% • Cementos Argos: ~31% 1 • Cementos Argos has entered 24 - month lock - up period on sales of Summit shares and certain standstill provisions Financing • Committed financing in place to finance cash consideration • At closing, leverage is expected to be at or below 3x pro forma EBITDA (pre - synergies) Leadership, Governance and Operations • Anne Noonan, Summit’s CEO, to serve as CEO of combined company • Board will comprise 8 Summit - appointed representatives and 3 representatives appointed by Cementos Argos • Company to continue to operate as Summit Materials with NYSE ticker SUM Path to Close • Expected close in the first half of 2024 • Subject to customary closing conditions, including regulatory approvals and approval by Summit Materials’ shareholders 1. On fully diluted basis upon close

Creating Materials - Led Enterprise with National Scale 20 Accelerates ‘Elevate Summit’ Strategy Commitment to Excellence, Sustainability, and Innovation Extends Summit's Cement Leadership Significant Synergy Generation and Value Creation with Well Capitalized Balance Sheet

Transaction Value Creation Algorithm 21 Higher Growth Double - digit EBITDA growth going forward Synergies +$100M of operational synergies Operational Excellence Significant opportunity to apply ‘Elevate Summit’ to Argos USA Free Cash Flow Improved FCF conversion, and substantial free cash flow generation Ambition to Achieve Industry - Leading Total Shareholder Return

Appendix

About Cementos Argos 23 Leading producer and distributor of cement and concrete with operations across the Americas By the Numbers 11 Cement plants 197 ReadyMix Plants 9 Grinding Mills 29 Ports and Terminals 1,669 Mixers +1,500 Rail Cars 40 % *Argos USA USA assets included 9.6 M TM in transaction Cement Capacity Colombia 3 5 % 8.5 M TM 1st cement, concrete and aggregates producers Caribbean and Central America 2 5 % 5.9 M TM Cement Capacity

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