---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-189918"
form_type: "8-K"
ticker: null
cik: "0001524741"
company_name: "U.S. SILICA HOLDINGS, INC."
filed_at: "2024-07-31T23:59:59+00:00"
generated_at: "2026-05-31T14:21:44.458291+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Apollo Funds complete $15.50/share acquisition of U.S. Silica; stock delisted

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-24-189918
- form_type: 8-K
- cik: 0001524741
- company_name: U.S. SILICA HOLDINGS, INC.
- filed_at: 2024-07-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.01, 5.01, 5.02, 5.03, 2.03, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/d878891d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-189918
- JSON: https://secwatch.observer/filing/0001193125-24-189918.json
- Plain text: https://secwatch.observer/filing/0001193125-24-189918.txt

## Key facts
- Executive change
  Charles W. Shaver resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Peter C. Bernard resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Gareth Turner was appointed as director at U.S. SILICA HOLDINGS, INC..
  - Action: appointed
  - Role: director
  source text: on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Diane K. Duren resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Christopher Wales was appointed as director at U.S. SILICA HOLDINGS, INC..
  - Action: appointed
  - Role: director
  source text: on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  William J. Kacal resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Simon Bates resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Sandra R. Rogers resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Orme Thompson was appointed as director at U.S. SILICA HOLDINGS, INC..
  - Action: appointed
  - Role: director
  source text: on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- Executive change
  Jimmi Sue Smith resigned as director at U.S. SILICA HOLDINGS, INC..
  - Action: resigned
  - Role: director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm
- M&A Transactions
  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
  source text: 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”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524741/000119312524189918/0001193125-24-189918-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.