UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2015
Summit Materials, Inc.
Summit Materials, LLC
(Exact name of registrants as specified in their charters)
| Delaware | 001-36873 | 47-1984212 | ||
| Delaware | 333-187556 | 26-4138486 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Numbers) |
(I.R.S. Employer Identification Nos.) |
1550 Wynkoop Street
3rd Floor
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Registrants’ telephone number, including area code: (303) 893-0012
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On March 17, 2015, the transactions contemplated by the previously disclosed Contribution and Purchase Agreement, dated December 18, 2014, among Continental Cement Company, L.L.C. (“Continental Cement”), Summit Materials, Inc. (the “Company”), Summit Materials Holdings L.P. (“Summit Holdings”), Summit Owner Holdco LLC, Summit Materials Holdings GP, Ltd., and Missouri Materials Company, L.L.C., J & J Midwest Group, L.L.C., R. Michael Johnson Family Limited Liability Company and Thomas A. Beck Family, LLC, each former minority owners of Continental Cement, were consummated. As a result Continental Cement became an indirect wholly owned subsidiary of Summit Holdings and, in turn, of Summit Materials, LLC. For further information, see “Organizational Structure—Organizational Structure Following this Offering” in the prospectus dated March 11, 2015, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-201058) filed by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: March 20, 2015 | SUMMIT MATERIALS, INC. SUMMIT MATERIALS, LLC | |||||
| By: | /s/ Anne Lee Benedict | |||||
| Name: | Anne Lee Benedict | |||||
| Title: | Chief Legal Officer | |||||