Summit Materials Declares Special Stock Dividend
November 28 2017 - 4:25PM
Business Wire
Summit Materials, Inc. (NYSE: SUM, “Summit” or the
“Company”), a leading vertically integrated construction materials
company, today announced that it has declared a special stock
dividend of 0.014 shares of the Company’s Class A common stock, par
value $0.01 per share (“Class A Common Stock”), for each
outstanding share of Class A Common Stock. The special stock
dividend is payable on December 22, 2017 to stockholders of record
as of the close of business on December 8, 2017. Cash will be paid
in lieu of issuing any fractional shares of Class A Common
Stock.
As previously disclosed, the Company’s subsidiary Summit
Materials Holdings L.P. (“Summit Holdings”) makes cash
distributions to the holders of Summit Holdings’ limited
partnership units (“LP Units”) to cover tax obligations arising
from any net taxable income of Summit Holdings allocable to holders
of LP Units. As an LP Unit holder, the Company has received such
cash distributions from Summit Holdings in excess of the amount
required to satisfy the Company’s associated tax obligations. As a
result, the Company is using the excess cash of approximately $47.5
million in the aggregate to acquire newly-issued LP Units from
Summit Holdings and to make cash payments in lieu of issuing any
fractional shares in connection with the related special stock
dividend described above. The stock dividend has been declared in
order to maintain an equal number of shares of Class A Common Stock
outstanding to the LP Units held by the Company, and the aggregate
number of Class A Common Stock issued in the stock dividend will
equal the number of additional LP Units the Company is purchasing
from Summit Holdings. The LP Units will be purchased at a per unit
price of $29.60, which is the volume weighted average price per
share of the Class A Common stock for the five trading days ended
November 27, 2017. Cash payments in lieu of fractional shares will
also be made on the basis of a value per share of Class A Common
Stock of $29.60 per share.
Stockholders are not required to take any action in order to
receive the stock dividend or cash in lieu of fractional shares,
and the book entry accounts of the stockholders of record will
automatically be credited with the additional shares representing
the stock dividend. Stockholders will be paid for the value of any
fractional shares that would have been received in lieu of any such
fractional shares. Where shares are held in a brokerage account,
the additional shares will be distributed to the broker on the
stockholder’s behalf. The stock dividend is being administered by
Broadridge Corporate Issuer Solutions, Inc., the Company's transfer
agent.
The declaration, amount and payment of any future dividends on
shares of Class A Common Stock will be at the sole discretion of
Summit’s board of directors and the amount and timing of any future
dividends cannot be predicted at this time.
About Summit Materials
Summit Materials is a leading vertically integrated
materials-based company that supplies aggregates, cement,
ready-mixed concrete and asphalt in the United States and British
Columbia, Canada. Summit is a geographically diverse,
materials-based business of scale that offers customers a
single-source provider of construction materials and related
downstream products in the public infrastructure, residential and
nonresidential, and end markets. Summit has a strong track record
of successful acquisitions since its founding and continues to
pursue growth opportunities in new and existing markets.
For more information about Summit Materials, please
visit www.summit-materials.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “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. Any and all statements made
relating to the stock dividend are forward-looking statements.
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 Inc.’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2016, as filed with the
Securities and Exchange Commission.
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 press release. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171128006435/en/
Summit Materials, Inc.Mr. Noel RyanVice President,
Investor Relationsnoel.ryan@summit-materials.com
Summit Materials (NYSE:SUM)
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