SEC Comment Letter 0000000000-23-012260 to Summit Materials, Inc. (SUM) (CIK 0001621563)
Summit Materials, Inc. (SUM) (CIK 0001621563)
Date: Nov. 8, 2023 · CIK: 0001621563 · Accession: 0000000000-23-012260
AI Filing Summary & Sentiment
File numbers found in text: 001-36873
Letter
United States securities and exchange commission logo November 8, 2023 Anne P. Noonan President and Chief Executive Officer Summit Materials, Inc. 1801 California Street Suite 3500 Denver, CO 80202 Re:Summit Materials, Inc. Preliminary Proxy Statement on Schedule 14A Filed October 19, 2023 File No. 001-36873 Dear Anne P. Noonan: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Questions and Answers about the Special Meeting Has the Company obtained new financing in connection with the Transaction?, page vii 1.We note you obtained a $1,300 million dollar 364-day term bridge loan facility for the transaction, and also your disclosure in your pro forma financial statements that prior to closing, at which time the bridge loan commitment will expire, you expect to borrow $1.3 billion in a mixture of senior notes and term loan B borrowings. Please provide all material terms of the bridge financing, as well as expected permanent financing of senior notes and term loan B borrowings. Certain Unaudited Financial Projections, page 55 2.You disclose financial projections (i) for Summit on a standalone basis for the calendar years 2023 through 2028 and (ii) for Argos USA and its subsidiaries for the calendar years 2023 through 2028, with two different sets of Argos USA projections – referred to as the “Argos Base Case” and the “Synergized Case.” You discuss that the Summit financial
FirstName LastNameAnne P. Noonan Comapany NameSummit Materials, Inc. November 8, 2023 Page 2 FirstName LastName Anne P. Noonan Summit Materials, Inc. November 8, 2023 Page 2 projections and the Argos USA financial projections are based on numerous variables and assumptions that were deemed to be reasonable as of the date on which such projections were finalized. You also discuss that the material assumptions made by the management of Summit in developing the internal financial forecasts upon which the Summit financial projections and Argos USA financial projections are based, respectively, include various factors you have assumed no change in over the time period forecasted. Please disclose all material assumptions used by the management of Summit in developing the financial projections. Where you can find Additional Information; Incorporation of Certain Documents by Reference, page 113 3.We note you have incorporated by reference your most recent Annual Report. Please provide the basis for incorporating the Annual Report in place of your most recent annual report on Form 10-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Evan Rosen
Show Raw Text
United States securities and exchange commission logo
November 8, 2023
Anne P. Noonan
President and Chief Executive Officer
Summit Materials, Inc.
1801 California Street
Suite 3500
Denver, CO 80202
Re:Summit Materials, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 19, 2023
File No. 001-36873
Dear Anne P. Noonan:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Questions and Answers about the Special Meeting
Has the Company obtained new financing in connection with the Transaction?, page vii
1.We note you obtained a $1,300 million dollar 364-day term bridge loan facility for the
transaction, and also your disclosure in your pro forma financial statements that prior to
closing, at which time the bridge loan commitment will expire, you expect to borrow $1.3
billion in a mixture of senior notes and term loan B borrowings. Please provide all
material terms of the bridge financing, as well as expected permanent financing of senior
notes and term loan B borrowings.
Certain Unaudited Financial Projections, page 55
2.You disclose financial projections (i) for Summit on a standalone basis for the calendar
years 2023 through 2028 and (ii) for Argos USA and its subsidiaries for the calendar years
2023 through 2028, with two different sets of Argos USA projections – referred to as the
“Argos Base Case” and the “Synergized Case.” You discuss that the Summit financial
FirstName LastNameAnne P. Noonan
Comapany NameSummit Materials, Inc.
November 8, 2023 Page 2
FirstName LastName
Anne P. Noonan
Summit Materials, Inc.
November 8, 2023
Page 2
projections and the Argos USA financial projections are based on numerous variables and
assumptions that were deemed to be reasonable as of the date on which such projections
were finalized. You also discuss that the material assumptions made by the management
of Summit in developing the internal financial forecasts upon which the Summit financial
projections and Argos USA financial projections are based, respectively, include various
factors you have assumed no change in over the time period forecasted. Please disclose all
material assumptions used by the management of Summit in developing the financial
projections.
Where you can find Additional Information; Incorporation of Certain Documents by Reference,
page 113
3.We note you have incorporated by reference your most recent Annual Report. Please
provide the basis for incorporating the Annual Report in place of your most recent annual
report on Form 10-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Evan Rosen