Summit Materials Announces Stockholder Approval of Quikrete Transaction
Summit Materials (NYSE: SUM), a leading producer of aggregates and cement, has announced that shareholders have approved the proposed acquisition by Quikrete Holdings. The transaction is expected to close within the first quarter of 2025, subject to customary closing conditions. Upon completion, Summit will become a private subsidiary of Quikrete and will be delisted from the NYSE.
Morgan Stanley & Co. and Evercore are serving as financial advisors to Summit, while Wells Fargo is acting as Quikrete's exclusive financial advisor and has provided debt financing commitment for the merger. The final, certified voting results will be disclosed in a Form 8-K filing with the SEC.
Summit Materials (NYSE: SUM), un produttore leader di aggregati e cemento, ha annunciato che gli azionisti hanno approvato l'acquisizione proposta da Quikrete Holdings. Si prevede che la transazione si chiuda entro il primo trimestre del 2025, soggetta alle consuete condizioni di chiusura. Una volta completata, Summit diventerà una sussidiaria privata di Quikrete e sarà rimossa dalla NYSE.
Morgan Stanley & Co. ed Evercore stanno fungendo da consulenti finanziari per Summit, mentre Wells Fargo agisce come consulente finanziario esclusivo di Quikrete e ha fornito un impegno di finanziamento per il debito per la fusione. I risultati finali e certificati del voto saranno resi noti in un deposito 8-K presso la SEC.
Summit Materials (NYSE: SUM), un productor líder de agregados y cemento, ha anunciado que los accionistas han aprobado la adquisición propuesta por Quikrete Holdings. Se espera que la transacción se cierre dentro del primer trimestre de 2025, sujeto a las condiciones habituales de cierre. Una vez completada, Summit se convertirá en una subsidiaria privada de Quikrete y será eliminada de la NYSE.
Morgan Stanley & Co. y Evercore están actuando como asesores financieros de Summit, mientras que Wells Fargo actúa como el asesor financiero exclusivo de Quikrete y ha proporcionado un compromiso de financiamiento de deuda para la fusión. Los resultados finales de la votación, certificados, se divulgarán en un formulario 8-K presentado ante la SEC.
서밋 머티리얼스 (NYSE: SUM), 주요 골재 및 시멘트 생산업체가 퀵리트 홀딩스의 제안된 인수가 주주들에 의해 승인되었다고 발표했습니다. 이 거래는 2025년 첫 분기 내에 종료될 것으로 예상되며, 통상적인 종료 조건에 따릅니다. 완료되면 서밋은 퀵리트의 사모 자회사가 되어 NYSE에서 상장 폐지될 것입니다.
모건 스탠리 & 회사와 에버코어가 서밋의 재무 자문 역할을 하고 있으며, 웰스 파고는 퀵리트의 독점 재무 자문 역할을 하며 인수에 대한 부채 금융 약속을 제공했습니다. 최종 인증된 투표 결과는 SEC에 제출된 8-K 양식에서 공개될 예정입니다.
Summit Materials (NYSE: SUM), un producteur leader d'agrégats et de ciment, a annoncé que les actionnaires ont approuvé l'acquisition proposée par Quikrete Holdings. La transaction devrait être finalisée au cours du premier trimestre 2025, sous réserve des conditions de clôture habituelles. Une fois finalisée, Summit deviendra une filiale privée de Quikrete et sera radiée de la NYSE.
Morgan Stanley & Co. et Evercore agissent en tant que conseillers financiers pour Summit, tandis que Wells Fargo est le conseiller financier exclusif de Quikrete et a fourni un engagement de financement par emprunt pour la fusion. Les résultats finaux et certifiés du vote seront divulgués dans un dépôt Form 8-K auprès de la SEC.
Summit Materials (NYSE: SUM), ein führender Hersteller von Aggregaten und Zement, hat angekündigt, dass die Aktionäre den vorgeschlagenen Erwerb durch Quikrete Holdings genehmigt haben. Die Transaktion wird voraussichtlich im ersten Quartal 2025 abgeschlossen, vorbehaltlich der üblichen Abschlussbedingungen. Nach Abschluss wird Summit eine private Tochtergesellschaft von Quikrete und von der NYSE delisted.
Morgan Stanley & Co. und Evercore fungieren als Finanzberater für Summit, während Wells Fargo als exklusiver Finanzberater für Quikrete tätig ist und eine Schuldenfinanzierungszusage für die Fusion gegeben hat. Die endgültigen und zertifizierten Abstimmungsergebnisse werden in einer 8-K-Einreichung bei der SEC veröffentlicht.
- Secured all necessary stockholder approvals for the Quikrete acquisition
- Transaction on track to close in Q1 2025
- Company will be delisted from NYSE, reducing liquidity for current shareholders
- Transition from public to private company may impact investor access to company information
Insights
The stockholder approval of Summit Materials' acquisition by Quikrete represents a pivotal moment in the construction materials industry consolidation. This strategic merger combines Summit's strong position in aggregates and cement with Quikrete's established presence in concrete and building products, creating a more vertically integrated powerhouse in construction materials.
The involvement of Wells Fargo providing debt financing signals strong confidence in the deal's fundamentals and the combined entity's future cash flow potential. The timing of the closing within Q1 2025 appears well-planned, positioning the merged company to capitalize on the anticipated infrastructure spending and construction season.
For Summit's stockholders, this privatization deal offers an exit opportunity while the construction materials sector faces cyclical pressures and increased consolidation trends. The transaction timing aligns with broader industry consolidation patterns, as companies seek economies of scale and enhanced market positioning amid rising operational costs and regulatory requirements.
The merger's completion will reshape the competitive landscape in the construction materials sector, potentially triggering further consolidation among smaller players seeking to maintain competitive positioning. The deal's successful stockholder approval suggests strong institutional investor confidence in the strategic rationale and valuation metrics of the transaction.
This stockholder-approved merger between Summit Materials and Quikrete represents a significant shift in the construction materials industry landscape. The combination will create a more formidable competitor with enhanced vertical integration capabilities, from raw materials to finished products. This strategic move comes at a time when scale and operational efficiency are increasingly critical in managing cost pressures and meeting growing infrastructure demands.
The privatization aspect is particularly noteworthy as it may allow the combined entity to pursue longer-term strategic initiatives without the quarterly pressures of public markets. This could enable more aggressive investment in operational improvements and strategic acquisitions, potentially accelerating industry consolidation.
The timing of the deal, with closing expected in Q1 2025, positions the combined entity to capitalize on anticipated infrastructure spending and construction activity. The merger could also lead to improved pricing power and market positioning, particularly in regions where both companies have complementary operations.
As previously announced, the proposed transaction is expected to close within the first quarter of 2025, subject to the satisfaction of remaining customary closing conditions. Upon completion of the transaction, Summit will become a privately held subsidiary of Quikrete and its common stock will no longer be traded on the NYSE.
Advisors
Morgan Stanley & Co. LLC and Evercore are acting as financial advisors to Summit, and Davis Polk & Wardwell LLP is acting as legal advisor. Wells Fargo is acting as exclusive financial advisor to Quikrete, and Troutman Pepper Locke LLP and Covington & Burling LLP are acting as legal counsel. Wells Fargo has provided a debt financing commitment for the Merger.
About Summit Materials, Inc.
Summit Materials is a market-leading producer of aggregates and cement with vertically integrated operations that supply ready-mix concrete and asphalt in select markets. Summit is a geographically diverse, materials-led business of scale that offers customers in the United States and British Columbia, Canada high quality products and services for the public infrastructure, residential and non-residential end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue high-return growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.
About Quikrete Holdings, Inc.
Quikrete Holdings, Inc. (Quikrete) is a privately owned family business founded in 1940. It is a leading building materials company based in Atlanta, Georgia. From the original yellow bag of premixed concrete, today Quikrete's portfolio of brands includes Quikrete, Spec Mix, Rinker Materials,
Cautionary Statement Regarding Forward-Looking Statements
This communication includes "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. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. Such forward-looking statements include but are not limited to statements about the Merger, including statements that are not historical facts. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. 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 effect 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 realized. 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 the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2023, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, each as filed with the SEC, and any factors discussed in the section entitled "Risk Factors" in any of our subsequently filed SEC filings; and the following: (i) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement between the Company and Purchaser, including in circumstances requiring the Company to pay a termination fee; (ii) potential litigation relating to the Merger that could be instituted against the parties to the definitive transaction agreement or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the possibility that the Merger does not close when expected or at all because required regulatory or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (iv) reputational risk and potential adverse reactions of customers, employees or other business partners and the businesses generally, including those resulting from the announcement of the Merger; (v) the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company's common stock; (vi) significant transaction costs associated with the Merger; and (vii) the diversion of management's attention and time from ongoing business operations and opportunities on Merger-related matters. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement that we make herein speaks only as of the date of this communication. 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 required by law.
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement that we make herein speaks only as of the date of this communication. 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 required by law.
Contacts:
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
Jim Barron/Benjamin Spicehandler/Danielle Berg
FGS Global
Summit@fgsglobal.com
Patrick Lenow
Vice President, Marketing & Communications
Quikrete Holdings, Inc.
404-634-9100
Patrick.Lenow@quikrete.com
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SOURCE Summit Materials, Inc.
FAQ
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