Summit Materials, LLC: M&A transaction — Summit Materials closes $3.2B acquisition of Argos USA, creates national materials platform

Brian Frantz was appointed as Chief Accounting Officer and Senior Vice President of the Company

John Murphy resigned from his position as a director of the Company

Juan Esteban Calle, Jorge Mario Velásquez and Irene Moshouris were appointed as directors of the Company

Juan Esteban Calle, Jorge Mario Velásquez and Irene Moshouris were appointed as directors of the Company

Juan Esteban Calle, Jorge Mario Velásquez and Irene Moshouris were appointed as directors of the Company

share, of the Company (the “Preferred Share”). Pursuant to the Transaction Agreement, the aggregate consideration paid to the Argos Parties in the Transaction consisted of (i) $1.2 billion of cash (subject to customary adjustments) (the “Cash Consideration”), (ii) 54,720,000 shares of Class A Common Stock (the “Class A Consideration”) and (iii) the Preferred Share

In connection with the Transaction, on January 12, 2024, Summit Materials, LLC (“Summit LLC”), an indirect subsidiary of the Company and the guarantors party thereto entered into Amendment No. 7 (“Amendment No. 7”) to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (together with Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017, Amendment No. 3, dated as of May 22, 2018, Amendment No. 4, dated as of February 25, 2019, Amendment No. 5, dated as of December 14, 2022 and Amendment No. 6, dated as of January 10, 2023, the “Credit Agreement”), governing Summit LLC’s senior secured credit facilities, among Summit LLC, as borrower, the guarantors party thereto, the several banks and other financial institutions or entities party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto.

Upon consummation of the Transaction, pursuant to the terms of the Transaction Agreement, the Company, Cementos Argos, Argos SEM, Valle Cement and, solely for the purpose of specified sections of the Stockholder Agreement, Grupo Argos S.A., a sociedad anónima incorporated in the Republic of Colombia, entered into that certain Stockholder Agreement, dated as of January 12, 2024 (the “Stockholder Agreement”).

Upon consummation of the Transaction, pursuant to the terms of the Transaction Agreement, the Company, Cementos Argos, Argos SEM and Valle Cement (each of Argos SEM and Valle Cement, an “Investor Participant”), entered into that certain Registration Rights Agreement, dated as of January 12, 2024 (the “Registration Rights Agreement”), pursuant to which, among other matters, subject to certain limited exceptions, Cementos Argos and each Investor Participant were granted certain customary shelf, demand and “piggy-back” registration rights with respect to their shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”), in each case, on the terms and subject to the conditions described therein.