8-K
filed July 31, 2024, 7:59 PM ET
CIK 0001524741
M&A
confidence high
sentiment positive
materiality 0.85
U.S. SILICA HOLDINGS, INC.: M&A transaction — Apollo Funds complete $15.50/share acquisition of U.S. Silica; stock delisted
U.S. SILICA HOLDINGS, INC.
- Shareholders receive $15.50 cash per share; total consideration ~$1.28B.
- Financing includes $350M 8.75% notes due 2031, $775M term loan, $175M revolver, and equity.
- U.S. Silica common stock (SLCA) delisted from NYSE effective Aug 1, 2024.
- Bryan Shinn remains CEO; Apollo appointees Gareth Turner, Orme Thompson, Christopher Wales join board.
- Company continues under U.S. Silica name with existing management team.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles W. Shaver resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter C. Bernard resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gareth Turner was appointed as director at U.S. SILICA HOLDINGS, INC..
- Action
- appointed
- Role
- director
Exact text from the filing
on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Diane K. Duren resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Wales was appointed as director at U.S. SILICA HOLDINGS, INC..
- Action
- appointed
- Role
- director
Exact text from the filing
on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William J. Kacal resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simon Bates resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandra R. Rogers resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Orme Thompson was appointed as director at U.S. SILICA HOLDINGS, INC..
- Action
- appointed
- Role
- director
Exact text from the filing
on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jimmi Sue Smith resigned as director at U.S. SILICA HOLDINGS, INC..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Simon Bates, Peter C. Bernard, Diane K. Duren, William J. Kacal, Sandra R. Rogers, Charles W. Shaver and Jimmi Sue Smith.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
U.S. SILICA HOLDINGS, INC. underwent a change of control involving Apollo Funds / Star Holding LLC and Star Merger Co. for $15.50 in cash (closed 2024-07-31).
- Action
- change of control
- Counterparty
- Apollo Funds / Star Holding LLC and Star Merger Co.
- Consideration
- $15.50 in cash
- Closing
- 2024-07-31
Exact text from the filing
cancelled or converted pursuant to Section 2.1(b) of the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement), were converted into the right to receive $15.50 in cash, without interest (the “Merger Consideration”); ii. Each performance share unit award corresponding to Shares (each, a “ Company PSU ”) that was outstanding immediately
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
U.S. SILICA HOLDINGS, INC. completed a disposition involving Parent and Merger Sub (Apollo Funds) for $15.50 in cash (closed 2024-07-31).
- Action
- disposition
- Counterparty
- Parent and Merger Sub (Apollo Funds)
- Consideration
- $15.50 in cash
- Closing
- 2024-07-31
Exact text from the filing
Each share of common stock, par value $0.01 per share, of the Company, that was issued and outstanding immediately prior to the Effective Time (each, a “Share”), other than Shares that were cancelled or converted pursuant to Section 2.1(b) of the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement), were converted into the right to receive $15.50 in cash, without interest (the “Merger Consideration”);
View on SEC.gov
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