Summit Materials to Combine with Argos USA, Creating a Materials-Led Enterprise with National Scale
- Combining with Argos USA creates a leading cement enterprise nationwide
- Transaction valued at $3.2 billion
- Expected to increase free cash flow per share by 15-25%
- None.
Accelerates 'Elevate Summit' by Creating Premier Enterprise with
Expands Summit's Cement Footprint in Rapidly Growing, Year-Round Markets with Reduced Seasonality
Enhances Scale and Ability to Meet Demand in Increasingly Capacity-Constrained
Expected to Increase Free Cash Flow per Share by 15
Argos
The combination of Summit and Argos
Under the terms of the agreement, Cementos Argos will receive approximately
Anne
Jorge Mario Velasquez, Chairman of the Board at Cementos Argos SA said: "We are committed to strengthen and help shape the future of the combined company: we intend to be long-term shareholders. Our commitment to the success of this platform transcends the transaction itself. We believe in the growth potential and value generation that this transaction offers, and we want to actively participate jointly with the Summit family by contributing our knowledge and expertise to drive that growth."
Strategic and Financial Benefits of the Transaction
Accelerates 'Elevate Summit' Strategy:
- Creates a materials-led North American leader with over
in revenue and approximately$4 billion in EBITDA, including synergies.$1 billion - Increases Summit's annual EBITDA generated by Aggregates and Cement to
78% , up from70% at year-end 2022. - Expands Summit's position in high-growth, underserved MSAs and enhances Summit's ability to meet customer demand for cement in a capacity-constrained domestic market.
- Strengthens Summit's platform for Aggregates growth across the
Southern U.S.
Extends Summit's Leadership Position in Cement:
- Creates the largest
U.S. based cement producer with the addition of ArgosUSA's four strategically located cement plants. - Reduces the seasonality of Summit's cement business due to enhanced geographic diversification, particularly in the Southeast, Mid-Atlantic, and
Texas . - Extensive network of rail and port assets provides low-cost modalities, high quality customer service, and operational flexibility.
Commitment to Excellence, Sustainability, and Innovation:
- Enhances internal efficiencies, sourcing opportunities, and solutions for customers, building on improvements in EBITDA margin within Summit's Cement Business, which has improved to
36.7% , up nearly 250 basis points since 2020. - Underscores Summit's commitment to being the most socially responsible integrated construction materials solutions provider. Leveraging a proven track record on sustainability, Summit will apply its unique Green America Recycling Business as well as other fuel and emissions reducing technologies to a broader platform.
- With an extensive pool of talent, resources, and operational expertise, the combined company will be poised to drive innovation in the construction materials industry.
Significant Synergy Generation and Value Creation with a Well Capitalized Balance Sheet:
- Greater than
of annual operational synergies, via improved plant productivity and operational excellence initiatives, sourcing and SG&A optimization, and fleet modernization. Significant synergy realization expected within two years of transaction close.$100 million - Pro forma combined EBITDA, inclusive of synergies, is expected to be approximately
before additional growth and expansion opportunities associated with a larger platform.$1 billion - The transaction is expected to be 15
-25% accretive to free cash flow per share as well as accretive to the Company's revenue and EBITDA growth rates. - The Company expects Return on Invested Capital from the transaction to exceed its Weighted Average Cost of Capital by year three and for the Company's overall ROIC to exceed
10% within two years of close. - Assuming a first half 2024 close, the Company expects pro forma net leverage to be at or below 3x combined EBITDA (before synergies). The Company will continue to uphold its long-term commitment to maintaining leverage below 3x Net Debt to EBITDA with significant free cash flow generation driving de-leveraging.
Transaction Terms
Under the terms of the agreement, which has been unanimously approved by both companies' Boards of Directors, Cementos Argos will receive approximately 54.7 million shares of Summit stock and approximately
Cementos Argos will enter into a shareholder agreement with Summit at closing of the transaction pursuant to which Cementos Argos will be subject to certain standstill provisions and a 24-month lock-up period on sales of Summit shares.
Management, Board of Directors
Following the closing of the transaction, the combined company will be led by Anne Noonan, Summit's President and CEO. At closing, the combined company will continue to operate as Summit Materials and continue to trade on the NYSE under the ticker symbol "SUM."
The Summit Board of Directors is expected to comprise eight Summit-appointed representatives and three representatives appointed by Cementos Argos.
Financing
Committed financing for the transaction, in the form of a bridge loan to finance the cash consideration is being provided by Morgan Stanley. Permanent financing expected to be jointly arranged by Morgan Stanley and BofA Securities.
Timing and Approvals
The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including regulatory approvals and approval by Summit Materials shareholders.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to Summit Materials.
Webcast and Conference Call Information
Summit Materials will host an investor conference call today, September 7, 2023, at 8:00 a.m. eastern time (6:00 a.m. mountain time) to discuss today's announcement and conduct a question-and-answer session.
A webcast of the conference call and accompanying presentation materials will be available in the Investors section of Summit's website at investors.summit-materials.com or at the following link: https://events.q4inc.com/attendee/975577122.
To participate in the live teleconference:
Domestic Live: | 1-888-330-3416 |
International Live: | 1-646-960-0820 |
Conference ID: | 1542153 |
About Summit Materials
Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in
About Cementos Argos S.A
Cementos Argos is a growing multinational company, producer and distributor of cement, concrete, and aggregates. With nearly 90 years of history, it has a presence in sixteen countries and territories. Thanks to its installed capacity, value creation for its stakeholders, constant innovation, and commitment to sustainability, Argos is a leader in
Non-GAAP Financial Measures
The Securities and Exchange Commission ("SEC") regulates the use of "non-GAAP financial measures," such as Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Free Cash Flow, Net Leverage and Net Debt which are derived on the basis of methodologies other than in accordance with
Adjusted EBITDA, Adjusted EBITDA Margin, and other non-GAAP measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under
Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Free Cash Flow, Net Leverage and Net Debt reflect additional ways of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to
Cautionary Statement Regarding Forward-Looking Statements
These materials include "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," "outlook," "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 benefits of the proposed transaction between Summit Materials and Cementos Argos S.A.(the "Transaction"), including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other 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 Summit Materials Annual Report on Form 10-K for the fiscal year ended December 31, 2022, 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:
- 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 us and Cementos Argos S.A.;
- the outcome of any legal proceedings that may be instituted against us or Cementos Argos S.A.;
- the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction);
- the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we and Cementos Argos S.A.operate;
- the ability to promptly and effectively integrate our business and the businesses of Cementos Argos S.A.;
- the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
- reputational risk and potential adverse reactions of our or Cementos Argos S.A.'s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction;
- the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction;
- the diversion of management's attention and time from ongoing business operations and opportunities on Transaction-related matters; and
- the impact of the global COVID-19 pandemic on our or Cementos Argos S.A.'s businesses, the ability to complete the Transaction or any of the other foregoing risks.
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 these materials. 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.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities.This communication relates to the Transaction.In connection with the Transaction, Summit Materials plans to file with the SEC a proxy statement on Schedule 14A (the "Proxy Statement").This communication is not a substitute for the Proxy Statement or any other document that Summit Materials may file with the SEC and send to its shareholders in connection with the Transaction.The issuance of the stock consideration for the Transaction will be submitted to Summit Materials shareholders for their consideration.Before making any voting decision, Summit Materials shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about Summit Materials and the Transaction.
Summit Materials shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Summit Materials, free of charge, at the SEC's website (www.sec.gov).Copies of the Proxy Statement and other documents filed by Summit Materials with the SEC may be obtained, without charge, by contacting Summit Materials through its website at https://ir.Summit Materials.com/.
Participants in the Solicitation
Summit Materials, its directors, executive officers and other persons related to Summit Materials may be deemed to be participants in the solicitation of proxies from Summit Materials shareholders in connection with the Transaction.Information about the directors and executive officers of Summit Materials and their ownership of common stock of Summit Materials is set forth in Summit Materials annual report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023 and in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 10, 2023.Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the Transaction when they become available.Free copies of these documents may be obtained as described in the preceding paragraph.
Summit Materials Company
Investor Contact: Andy Larkin (720) 618-6013
Media Contact: Karli Anderson
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SOURCE Summit Materials, Inc.
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