UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On January 12, 2024, Summit Materials, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing the consummation of its transaction with Argos North America Corp. (“Argos USA”), Cementos Argos S.A. (“Cementos Argos”), Argos SEM, LLC (“Argos SEM”), and Valle Cement Investments, Inc. (“Valle Cement” and, together with Argos SEM, the “Argos Parties”), pursuant to which the Company acquired all of the outstanding equity interests of Argos USA from the Argos Parties (the “Transaction”).
On February 12, 2024, the Company filed a Current Report on Form 8-K/A amending the Original 8-K (the “Amended 8-K”) in order to file the historical financial statements and pro forma financial information that were required to be filed within 71 days of the filing the Original 8-K. At the time of filing the Amended 8-K, audited financial information for Argos USA for the year ended December 31, 2023 was not yet available. This Current Report on Form 8-K is being filed to provide Argos USA’s audited consolidated and combined financial statements as of and for the fiscal year ended December 31, 2023 and to provide updated unaudited pro forma financial information that incorporates such audited financial information and gives effect to the Transaction as of December 30, 2023 (the Company’s most recent fiscal year end).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The historical audited consolidated and combined financial statements of Argos USA as of December 31, 2023 and 2022 and for each of the years in the three year period ended December 31, 2023, together with the notes and the independent auditor’s report related thereto, are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet as of December 30, 2023 and unaudited pro forma condensed combined statement of operations for the fiscal year ended December 30, 2023, together with the notes related thereto, giving effect to the Transaction, are included as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of KPMG LLP | |
| 99.1 | Audited Consolidated and Combined Financial Statements of Argos North America Corp. and subsidiaries as of December 31, 2023 and 2022 and for each of the years in the three year period ended December 31, 2023 | |
| 99.2 | Unaudited Pro Forma Financial Information | |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUMMIT MATERIALS, INC. | ||
| DATED: April 26, 2024 | By: | /s/ Christopher B. Gaskill |
| Name: | Christopher B. Gaskill | |
| Title: | EVP, Chief Legal Officer & Secretary | |