FAIRMOUNT SANTROL HOLDINGS INC. (NYSE:FMSA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On December1, 2016, Fairmount Santrol Holdings Inc. (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with ASP FML Holdings, LLC (the Selling Stockholder),
an affiliate of American Securities LLC, and Morgan Stanley Co.
LLC (the Underwriter), with respect to a registered underwritten
secondary public offering (the December 2016 Secondary Offering)
of 20,000,000 shares of the Companys common stock, $0.01 par
value per share (the Common Stock), to be sold by the Selling
Stockholder for total gross proceeds to the Selling Stockholder
of approximately $175.0 million before deducting underwriting
commissions and estimated offering expenses. In addition, the
Selling Stockholder granted the Underwriter a 30-day option to
purchase up to an additional 3,000,000 shares of Common Stock on
the same terms, which the Underwriter has exercised in full. The
Company will not receive any proceeds from the sale of the Common
Stock in the December 2016 Secondary Offering.

The sale of the Common Stock by the Selling Stockholder is being
made to (i)an effective Registration Statement on Form S-3 (File
No.333-214867) filed with the Securities and Exchange Commission
(the SEC) on December1, 2016, including the related base
prospectus dated December1, 2016, (ii)a related free-writing
prospectus dated December1, 2016, and (iii)a related prospectus
supplement dated December1, 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 Common Stock contemplated by the
Underwriting Agreement is expected to occur on December7, 2016.

The Underwriting Agreement contains customary representations,
warranties and covenants and includes the terms and conditions
for the sale of the Common Stock, indemnification and
contribution obligations and other terms and conditions customary
in agreements of this type.

The foregoing summary of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement
attached hereto as Exhibit 1.1 and incorporated herein by
reference.

On December1, 2016, the Company issued a press release announcing
the pricing of the December 2016 Secondary Offering. A copy of
the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.

The information furnished to this Item7.01, including Exhibit
99.1, shall not be deemed to be filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended, and will not
be incorporated by reference into any filing under the Securities
Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.

About FAIRMOUNT SANTROL HOLDINGS INC. (NYSE:FMSA)

Fairmount Santrol Holdings Inc., formerly FMSA Holdings Inc., provides sand-based proppant solutions. The Company operates through two segments: Proppant Solutions, and Industrial & Recreational (I&R) Products. Its Proppant Solutions segment provides sand-based proppants for use in hydraulic fracturing operations throughout the United States and Canada, Argentina, Mexico, China, northern Europe and the United Arab Emirates. Its I&R segment provides raw, coated and custom blended sands to the foundry, building products, glass, turf and landscape, and filtration industries in North America. It offers a range of proppants, including sand and resin-coated products. It offers proppant products in the American Petroleum Institute (API)-specified proppant categories, including Northern White Frac Sand, API-Spec Brown Frac Sand and Resin-coated Proppant. It offers industrial and recreational products for foundry, glass, building products, sports and recreation, and filtration industries.

FAIRMOUNT SANTROL HOLDINGS INC. (NYSE:FMSA) Recent Trading Information

FAIRMOUNT SANTROL HOLDINGS INC. (NYSE:FMSA) closed its last trading session up +0.08 at 9.35 with 7,531,498 shares trading hands.