U.S. Silica Holdings, Inc. (NYSE:SLCA) Files An 8-K Financial Statements and ExhibitsItem 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K. This amendment to the Initial 8-K is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. The Initial 8-K otherwise remains the same and the Items therein, including Item 9.01, are hereby incorporated by reference into this Current Report on Form 8-K/A.
The consideration paid by the Buyer to the stockholders of EPAP at the closing of the Merger consisted of $742,841,000, net of cash acquired of $19,109,000, subject to customary closing adjustments.
In connection with the acquisition, on May 1, 2018, the Company entered into the Third Amended and Restated Credit Agreement) with BNP Paribas, as administrative agent and the lenders named therein (the “Credit Agreement”). The Credit Agreement increases U.S. Silica’s existing senior debt by entering into a new $1.38 billion senior secured credit facility, consisting of a $1.28 billion term loan and a $100 million revolving credit facility that may also be used for swingline loans or letters of credit, and U.S. Silica may elect to increase the term loan as defined in the Credit Agreement. The Credit Agreement is secured by substantially all of the assets of U.S. Silica and U.S. Silica’s domestic subsidiaries and a pledge of the equity interests in such entities. The term loan matures on May 1, 2025 and the revolving credit facility commitment expires May 1, 2023. A portion of the term loan proceeds were used to finance the Acquisition, pay fees and expenses associated with the transactions, and for general corporate purposes. The additional proceeds available from the term loan and the revolving credit facility will be available for general corporate purposes, which can be used for acquisitions, investments, dividends, and share repurchases, and for other general corporate purposes. Borrowings under the Credit Agreement will bear interest at variable rates as determined at U.S. Silica’s election, at LIBOR or a base rate, in each case, plus an applicable margin. In addition, under the Credit Agreement, U.S. Silica is required to pay a per annum facility fee and fees for letters of credit.
Financial Statements and Exhibits.
(a)(1) Audited financial statements of business acquired
The audited financial statements of EPAP as of and for the year ended November30, 2017, including the notes thereto, are filed herewith as Exhibit 99.1.
(a)(2) Unaudited financial statements of business acquired
The unaudited financial statements of EPAP as of February 28, 2018 and November 30, 2017 and for the three months ended February 28, 2018 and 2017, including the notes thereto, are filed herewith as Exhibit 99.2.
(b) Pro forma financial information
The unaudited pro forma condensed combined balance sheet as of March31, 2018, and statements of operations for the year ended December31, 2017, and for the three months ended March 31, 2018, including the notes thereto, are filed herewith as Exhibit 99.3, in accordance with Rule 3-06 and Article 11 of Regulation S-X under the Securities and Exchange Commission. These rules allow the consolidation of target financial information into the registrant if their fiscal years do not vary by more than 93 days, and any material intervening events are disclosed.
Consent of Independent Auditor – BDO USA, LLP
The audited financial statements of EPAP as of and for the year ended November30, 2017, including the notes thereto.
The unaudited financial statements of EPAP as of February 28, 2018 and November 30, 2017 and for the three months ended February 28, 2018 and 2017, including the notes thereto.
The unaudited pro forma condensed combined financial statements of the Company as of and for the three months ended March31, 2018, and for the year ended December31, 2017, including the notes thereto.
U.S. SILICA HOLDINGS, INC. ExhibitEX-23.1 2 slca-8xkaxepapxex231.htm EXHIBIT 23.1 Exhibit Exhibit 23.1Consent of Independent AuditorWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-186406) and Form S-8 (File Nos. 333-179480 and 333-204062) of U.S. Silica Holdings,…To view the full exhibit click
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.