U.S. Silica Holdings, Inc. (NYSE:SLCA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On November9, 2016, U.S. Silica Holdings, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Morgan Stanley Co. LLC and Barclays Capital Inc.,
as underwriters (the Underwriters), in connection with the
offering of 9,000,000 shares of the Companys common stock, par
value $0.01 per share (the Common Stock), sold by the Company
(the Offering) at a public offering price of $46.25 per share.
Under the terms of the Underwriting Agreement, the Company
granted the Underwriters a 30-day option to purchase up to
1,350,000 additional shares of Common Stock on the same terms.
The Underwriting Agreement contains customary representations,
warranties, covenants and conditions. In the Underwriting
Agreement, the Company agreed to indemnify the Underwriters
against certain liabilities that could be incurred by them in
connection with the Offering.
The Offering is being made to (i)an effective Registration
Statement on Form S-3 (File No.333-210238) filed with the
Securities and Exchange Commission (the SEC) on March16, 2016,
including a related base prospectus dated March16, 2016 and (ii)a
related prospectus supplement dated November9, 2016 and filed
with the SEC to Rule 424(b)(2) under the Securities Act of 1933,
as amended. The closing of the sale of the shares contemplated by
the Underwriting Agreement is expected to occur on November16,
2016.
The foregoing summary of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement
attached hereto as Exhibit 1.1 hereto and is incorporated herein
by reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
| 1.1 |
Underwriting Agreement, dated November9, 2016, among U.S. Silica Holdings, Inc., Morgan Stanley Co. LLC and Barclays Capital Inc., as underwriters. |
|
| 5.1 | Opinion of Kirkland Ellis LLP. | |
| 23.1 | Consent of Kirkland Ellis LLP (included in Exhibit 5.1). |
About U.S. Silica Holdings, Inc. (NYSE:SLCA)
U.S. Silica Holdings, Inc. (U.S. Silica) is a domestic producer of commercial silica, a specialized mineral that is an input into a range of end markets. The Company operates in two segments: Oil & Gas Proppants, and Industrial & Specialty Products. In the Oil & Gas Proppants segment, the Company serves the oil and gas recovery market providing fracturing sand, or frac sand. The Industrial & Specialty Products segment consists of over 250 products and materials. In its end market, oil and gas proppants, its frac sand is used to stimulate and maintain the flow of hydrocarbons in oil and natural gas wells. Its silica is also used as an irreplaceable raw material in a range of industrial applications, including glassmaking and chemical manufacturing. The Company produces and sells a range of commercial silica products, including whole grain and ground products, as well as other industrial mineral products. U.S. Silica Holdings, Inc. (NYSE:SLCA) Recent Trading Information
U.S. Silica Holdings, Inc. (NYSE:SLCA) closed its last trading session down -1.34 at 45.62 with 2,232,134 shares trading hands.
