M&A - Summit Materials, Inc.

Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095010325001807

Filing Summary: On February 10, 2025, Summit Materials, Inc. completed a merger as per the Merger Agreement executed on November 24, 2024. Designated Merger Sub merged into Summit, with Summit becoming a wholly owned subsidiary of Quikrete Holdings, Inc. Shareholders of Summit received $52.50 per share in cash for each outstanding share of Class A common stock, while the sole preferred share was canceled without consideration. Restricted stock units (RSUs) and performance stock units (PSUs) were converted into cash based on the merger price, and options to purchase shares were similarly handled based on their exercise prices. All outstanding debts were settled, and all directors and officers of Summit resigned. Following the merger, Summit’s common stock was delisted from the New York Stock Exchange, and the Company intends to terminate its registration and reporting obligations under the Securities Exchange Act. The certificate of incorporation and bylaws were amended accordingly.

Document Link: View Document

Form Type: POSASR

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095010325001809

Filing Summary: On February 10, 2025, Summit Materials, Inc. filed a post-effective amendment to its Form S-3 Registration Statement No. 333-269149 with the SEC to deregister any unsold or unissued securities. This amendment follows a merger agreement dated November 24, 2024, under which Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete Holdings, Inc., merged with Summit Materials. As a result of the merger, Summit Materials has become a wholly owned subsidiary of Quikrete Holdings, and all offerings of its securities have been terminated. The Registrant has completed the deregistration of these securities according to their undertaking in the prior registration statement.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095010325001812

Filing Summary: On February 10, 2025, Summit Materials, Inc. filed Post-Effective Amendments to Registrations Statements on Form S-8 in relation to the company's recent merger. Effective on this date, following the Agreement and Plan of Merger dated November 24, 2024, Summit Materials, Inc. merged with Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete Holdings, Inc. As a result of this merger, Summit Materials has become a wholly owned subsidiary of Quikrete. Consequently, Summit Materials has terminated all offerings of its securities pursuant to the existing registration statements, including those listed under the S-8 Registration Statements. The company has also removed any unsold securities from registration as mandated by the undertakings of the S-8 Registration Statements. This filing confirms the completion of the merger and the subsequent deregistration of securities.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001814

Filing Summary: On February 10, 2025, Summit Materials, Inc. filed Post-Effective Amendments to its previously filed Registration Statements on Form S-8. These amendments were necessitated by the completion of a merger with Quikrete Holdings, Inc. and its subsidiary, Soar Subsidiary, Inc., as outlined in the Agreement and Plan of Merger dated November 24, 2024. As a result of the merger, Summit Materials became a wholly owned subsidiary of Quikrete. Consequently, all existing offerings of securities by Summit Materials under the stated registration statements have been terminated, and any unsold securities have been removed from registration. This filing includes the termination of three specific S-8 Registration Statements: 333-258487, 333-210036, and 333-202669, filed in 2021, 2016, and 2015 respectively.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001815

Filing Summary: Effective February 10, 2025, Summit Materials, Inc. underwent a merger in which Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete Holdings, Inc., merged with and into Summit Materials, resulting in Summit Materials becoming a wholly owned subsidiary of Quikrete. This merger led to the termination of all offerings of Summit Materials’ securities under previous registration statements, specifically removing any unsold securities from registration.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000095010325001636

Filing Summary: On February 5, 2025, Summit Materials, Inc. held a special meeting of stockholders to vote on proposals relating to the Agreement and Plan of Merger with Quikrete Holdings, Inc. and Soar Subsidiary, Inc. The proposed merger involves Merger Sub merging with Summit, making Summit a wholly owned subsidiary of Quikrete. This will result in the delisting of Summit’s common stock from the New York Stock Exchange and it will no longer be publicly held. The stockholders approved the Merger Agreement with a significant quorum present, where 153,789,021 shares of Class A common stock were represented at the meeting, approximately 87.47% of the total outstanding shares. Proposal 1, to adopt the Merger Agreement, received 153,061,235 votes in favor, while Proposal 2, concerning the compensation of executives related to the merger, was also approved with 140,948,428 votes in favor. The merger is anticipated to close in the first quarter of 2025. A press release detailing the results was issued on the same day.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325000937

Filing Summary: On January 28, 2025, Summit Materials, Inc. filed a Form 8-K to report the details of a merger agreement with Purchaser and Soar Subsidiary, Inc., a wholly owned subsidiary of Purchaser. The agreement, made on November 24, 2024, stipulates that Merger Sub will merge with Summit Materials, resulting in Summit Materials becoming a wholly owned subsidiary of Purchaser. This filing includes preliminary financial results for the year ended December 31, 2024, which are subject to completion of financial closing procedures and independent audit review. The preliminary estimated net revenue ranges from $3,900 million to $3,950 million, with adjusted EBITDA estimated between $999 million and $1,004 million. The proxy statement related to the merger was filed on December 30, 2024, and stockholders are urged to review this and other relevant documents for comprehensive information on the proposed merger.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000921

Filing Summary: On January 27, 2025, Summit Materials, Inc. announced details regarding its upcoming merger with Quikrete Holdings, Inc. As per the Merger Agreement finalized on November 24, 2024, the Merger Sub, a wholly-owned subsidiary of Quikrete, is set to merge with Summit Materials, with Summit emerging as a wholly-owned subsidiary of Quikrete. A Special Meeting of stockholders is scheduled for February 5, 2025, to vote on the Merger. Two lawsuits have been filed against the company regarding alleged deficiencies in the Proxy Statement. The company is reviewing the claims and has opted to supplement the Proxy Statement to provide additional information. Despite the lawsuits, Summit intends to move forward with the Merger contingent on stockholder approval and expects to finalize the transaction in the first quarter of 2025.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000361

Filing Summary: On January 10, 2025, Summit Materials, Inc. reported on the progress of its merger with Quikrete Holdings, Inc. Summit entered into a Merger Agreement on November 24, 2024. The company will be merged into a subsidiary of Quikrete, with Summit becoming a wholly owned subsidiary of Quikrete. The HSR Act's 30-day waiting period expired on January 6, 2025, and the Canada Competition Act's waiting period expired on January 8, 2025, thus fulfilling key conditions for the merger. A special meeting of stockholders to vote on the merger is scheduled for February 5, 2025. Stockholders of record as of December 27, 2024, will be eligible to vote. The transaction is expected to close in the first quarter of 2025, subject to remaining conditions. Press releases regarding the waiting periods were issued on January 7 and January 9, 2025.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000344

Filing Summary: On January 9, 2025, Summit Materials, Inc. announced the expiration of the waiting period under the Competition Act (Canada) regarding its definitive agreement to be acquired by Quikrete Holdings, Inc. for $52.50 per share in cash. The acquisition is expected to close within the first quarter of 2025, pending customary closing conditions and regulatory approvals. Upon completion, Summit will become a privately held subsidiary of Quikrete, and its shares will no longer trade on the NYSE. Financial advisors Morgan Stanley and Evercore are advising Summit, while Wells Fargo is advising Quikrete and has provided financing for the deal.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000268

Filing Summary: Summit Materials, Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in connection with its acquisition by Quikrete Holdings, Inc. for $52.50 per share in cash. The merger is anticipated to close in the first quarter of 2025, subject to customary closing conditions, regulatory approvals, and stockholder approval. Following the completion of the merger, Summit will become a privately held subsidiary of Quikrete, and its shares will no longer be listed on the NYSE. Financial advisors for Summit include Morgan Stanley & Co. LLC and Evercore, while Wells Fargo acts as the exclusive financial advisor for Quikrete. The document includes cautionary forward-looking statements about the merger's completion, potential risks, and advisory roles.

Document Link: View Document

Form Type: DEFM14A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000114036124050610

Filing Summary: Summit Materials, Inc. is proposing a merger with Quikrete Holdings, Inc. and its wholly-owned subsidiary Soar Subsidiary, Inc. The merger agreement was entered into on November 24, 2024. Under the terms of the merger, Summit will become a wholly owned subsidiary of Quikrete, with stockholders entitled to receive $52.50 in cash for each share held, representing a 29.2% premium over the last trading price prior to the merger proposal. The Board of Directors of Summit has unanimously approved the merger agreement and will seek stockholder approval at a special meeting scheduled for February 5, 2025. Important vote details include that a majority of the shares must approve the merger for it to proceed, and stockholders not voting will effectively vote against the merger. The proposal also includes matters such as an advisory vote on executive compensation and possible adjournment of the meeting if necessary to gather more proxies. The record date for voting is set for December 27, 2024, and stockholders have appraisal rights for dissenting shares.

Document Link: View Document