Summit Materials, Inc.: M&A transaction — Summit Materials completes acquisition by Quikrete Holdings for $52.50/share

Summit Materials, Inc.

Total enterprise value of approximately $11.5 billion, including debt.
Summit's common stock ceased trading on NYSE; company becomes private subsidiary of Quikrete.
All directors and officers resigned at effective time; new charter and bylaws adopted.
Company redeemed outstanding 6.5% 2027, 5.25% 2029, and 7.25% 2031 senior notes.
Funding via $3.95B senior secured notes, $1.5B unsecured notes, and cash on hand.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Summit Materials, Inc.: Amended and restated bylaws effective at merger time.

Change: bylaw amendment

Exact text from the filing

the bylaws of Merger Sub in effect at the Effective Time became the bylaws of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company)

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Summit Materials, Inc.: Amended and restated certificate of incorporation effective at merger time.

Change: charter amendment

Exact text from the filing

at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

Summit Materials, Inc. underwent a change of control involving Quikrete Holdings, Inc. for $52.50 per share in cash (closed 2025-02-10).

Action: change of control
Counterparty: Quikrete Holdings, Inc.
Consideration: $52.50 per share in cash
Closing: 2025-02-10

Exact text from the filing

Common Shares as to which appraisal rights have been properly exercised in accordance with Delaware law), was canceled and retired and converted into the right to receive $52.50 per share in cash, without interest and subject to deduction for any required withholding (the “ Merger Consideration ”). Pursuant to the Merger Agreement, at the Effective Time,

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Source: SEC EDGAR

accession 0000950103-25-001807

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