Quikrete Holdings, Inc. entered into a letter of intent to acquire Summit Materials, Inc. (NYSE:SUM) from a group of shareholders for $9.3 billion on November 14, 2024. Quikrete Holdings, Inc. entered into an Agreement and Plan of Merger to acquire Summit Materials, Inc. (NYSE:SUM) from a group of shareholders on November 24, 2024. The consideration consists of $52.50 per share in cash. 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. Quikrete intends to fund the Merger Consideration with proceeds from new debt financing together with cash on hand and amounts available under its existing credit facilities. Concurrently with the entry into the Merger Agreement, Quikrete entered into a debt commitment letter, pursuant to which certain financial institutions have committed to provide Purchaser with term debt financing in an aggregate principal amount of $9,200,000,000 (including up to $6,700,000,000 in bridge financing) together with a committed asset based revolving credit facility in an aggregate principal amount of up to $1,500,000,000. Summit will be obligated to pay Quikrete a termination fee of $279,000,000 if the Merger Agreement is terminated.

The transaction is subject to Summit shareholder approval, regulatory approvals, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The transaction has been unanimously approved by the Summit and Quikrete Boards of Directors. The 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Merger expired at 11:59 p.m. Eastern Standard Time on January 6, 2025. The transaction is expected to close in the first half of 2025. As per filing on January 7, 2025 The Merger is expected to close within the first quarter of 2025, subject to the satisfaction of remaining customary closing conditions, as well as receipt of regulatory approvals and Summit stockholder approval. The shareholders of Summit Materials approved the transaction on February 5, 2025.

Wells Fargo has provided a debt financing commitment for the transaction. Morgan Stanley & Co. LLC and Evercore Group L.L.C. are acting as financial advisors and fairness opinion providers to Summit, and James P. Dougherty, Evan Rosen, Heather Weigel, Kyoko Takahashi Lin, Joseph S. Brown, Hilary Dengel, Welton E. Blount, William A. Curran, Howard Shelanski and Benjamin M. Miller of Davis Polk & Wardwell LLP acting as legal advisors. Wells Fargo Bank, N.A. is acting as exclusive financial advisor to Quikrete, and David W. Ghegan, Steven Khadavi, J. Bradley Boericke and Mark T. Wilhelm of Troutman Pepper Hamilton Sanders LLP and Derek Ludwin, Ryan K. Quillian, Mike Wagner, Sonia Lahr-Pastor and Stacy R. Kobrick of Covington & Burling LLP are acting as legal counsels. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to Cementos Argos S.A., parent of Valle Cement Investments, Inc. and Argos SEM LLC. Georgeson LLC acted as proxy solicitor to Summit. Georgeson LLC received $25,000 for their role as proxy solicitor. Morgan Stanley will receive a fee of approximately $83 million for their services, of which $7.5 million is payable in connection with the delivery of opinion. Summit has agreed to pay Evercore a fee for its services in the amount of approximately $55 million, of which $7.5 million was paid upon delivery of their opinion.