Summit Materials, LLC (NYSE:SUM) Files An 8-K Entry into a Material Definitive Agreement

Summit Materials, LLC (NYSE:SUM) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive
Agreement.

Indenture with respect to 5.125% Senior Notes due
2025

On June1, 2017, Summit Materials, LLC (the Company) and Summit
Materials Finance Corp. (together with the Company, the Issuers),
indirect subsidiaries of Summit Materials,Inc., issued and sold
$300.0 million aggregate principal amount of their 5.125% Senior
Notes due 2025 (the Notes), which mature on June1, 2025, to an
indenture dated as of June1, 2017, by and among the Issuers, the
subsidiary guarantors named on the pagesthereto (the Guarantors)
and Wilmington Trust, National Association, as trustee (the
Trustee) (the Indenture). The Notes were sold within the United
States only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule144A under the Securities
Act of 1933, as amended (the Securities Act), and outside the
United States to non-U.S. persons in reliance on Regulation S
under the Securities Act.

The Notes were issued at 100.0% of their par value. The Notes
bear interest at a rate of 5.125% per year, payable semi-annually
in arrears. The Issuers obligations under the Notes are
guaranteed on a senior unsecured basis by all of the Companys
existing and future wholly-owned domestic restricted subsidiaries
that guarantee its senior secured credit facilities and its
existing senior notes. The Notes are not guaranteed by Summit
Materials,Inc.

The net proceeds from the offering of the Notes are expected to
be used to fund acquisitions and to pay fees and expenses
incurred in connection with any such acquisitions and the
offering, with any remaining net proceeds to be used for general
corporate purposes, which may include repaying indebtedness,
capital expenditures and funding working capital.

Upon the occurrence of a change of control or upon the sale of
certain assets in which the Issuers do not apply the proceeds as
required, the holders of the Notes will have the right to require
the Issuers to make an offer to repurchase each holders Notes at
a price equal to 101% (in the case of a change of control) or 50%
(in the case of an asset sale) of their principal amount, plus
accrued and unpaid interest.

The Issuers may redeem all or a part of the Notes at any time
prior to June1, 2020 at a redemption price equal to 50% of the
principal amount of the Notes being redeemed plus a make-whole
premium and accrued and unpaid interest, if any, to, but not
including, the redemption date. In addition, beginning on June1,
2020, the Issuers may redeem all or a part of the Notes at a
redemption price equal to 102.563% of the principal amount
redeemed. The redemption price decreases to 101.281% and 100.000%
of the principal amount redeemed on June1, 2021 and June1, 2022,
respectively. In addition, at any time prior to June1, 2020, the
Issuers may redeem up to 40% of the Notes from the proceeds of
certain equity offerings at a redemption price equal to 105.125%
of the principal amount thereof, plus accrued and unpaid
interest.

The Notes contain covenants limiting, among other things, the
Company and the Guarantors ability to incur additional
indebtedness or issue certain preferred shares, pay dividends,
redeem stock or make other distributions, make certain
investments, sell or transfer certain assets, create liens,
consolidate, merge, sell or otherwise dispose of all or
substantially all of the Companys assets, enter into certain
transactions with affiliates, and designate subsidiaries as
unrestricted subsidiaries. These covenants are subject to a
number of important exceptions and qualifications. The Notes also
contain customary events of default, the occurrence of which
could result in the principal of and accrued interest on the
Notes to become or be declared due and payable.

Each of the foregoing descriptions of each of the Indenture and
the Notes do not purport to be complete and are qualified in
their entirety by reference to the full text of each of such
documents, which

are filed as Exhibits 4.1 and 4.2, respectively, to this
Current Report on Form8-K and are incorporated herein by
reference.

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report
on Form8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits.

4.1

Indenture, dated as of June1, 2017, by and among Summit
Materials, LLC, Summit Materials Finance Corp., the
subsidiary guarantors named on the pagesthereto and
Wilmington Trust, National Association, as trustee.

4.2

Formof 5.125% Senior Note due 2025 (included in
Exhibit4.1).

to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

SUMMIT MATERIALS,INC.

Date: June1, 2017

SUMMIT MATERIALS, LLC

By:

/s/ Anne Lee Benedict

Name:

Anne Lee Benedict

Title:

Chief Legal Officer

EXHIBITINDEX

ExhibitNo.

DescriptionofExhibit

4.1

Indenture, dated as of June1, 2017, by and among Summit
Materials, LLC, Summit Materials Finance Corp., the
subsidiary guarantors named on the


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Summit Materials, LLC (NYSE:SUM) closed its last trading session at with 1,571,787 shares trading hands.

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