DENVER–(BUSINESS WIRE)–Summit Materials, Inc. (NYSE: SUM, “Summit”) announced today that its
indirect subsidiaries Summit Materials, LLC and Summit Materials Finance
Corp. (the “Issuers,” and, together with Summit, the “Company”)
finalized the terms of the previously announced offering of $300 million
aggregate principal amount of Senior Notes due 2027 (the “notes”).
Summit anticipates that consummation of the offering will occur on
February 28, 2019, subject to customary closing conditions. The Company
intends to use the proceeds from the offering to redeem all $250.0
million in aggregate principal amount of its outstanding 8.5% Senior
Notes due 2022 (the “2022 Notes”) and to pay fees and expenses incurred
in connection with the offering and the redemption of the 2022 Notes.
Any remaining net proceeds will be used for general corporate purposes,
including to finance acquisitions.
The notes offered have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes will be
offered, by the initial purchasers, only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act and non-U.S. persons in transactions outside the United
States in reliance on Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135(c) under the
Securities Act, and it is neither an offer to sell nor a solicitation of
an offer to buy any securities and shall not constitute an offer to sell
or a solicitation of an offer to buy, or a sale of any securities in any
jurisdiction in which such offer, solicitation or sale is unlawful.
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, and 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.
Forward‐Looking Statements and Information:
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. Any and all statements made relating to the expectations for
our anticipated benefits from recent acquisitions, the macroeconomic
outlook for our markets, potential acquisition activity, our estimated
and projected earnings, margins, costs, expenditures, cash flows, sales
volumes and financial results are forward-looking statements. These
forward-looking statements are subject to risks and uncertainties that
may change at any time, and, therefore, our actual results may differ
materially from those expected. 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 impact 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 achieved. 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 December 29,
2018. Such factors may be updated from time to time in our periodic
filings with the 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 otherwise required by law.
Summit Materials, Inc.
Mr. Brian Harris
President and Chief Financial Officer