U.S. Silica Holdings, Inc. (SLCA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

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.

About U.S. Silica Holdings, Inc. (SLCA)