U.S. Silica Stockholders to Receive
$15.50 Per Share in Cash
KATY,
Texas, April 26, 2024 /PRNewswire/ -- U.S. Silica
Holdings, Inc. (NYSE: SLCA) (the "Company"), a diversified
industrial minerals company and a leading last-mile logistics
provider to the oil and gas industry, announced today that it has
entered into a definitive agreement to be acquired by funds managed
by affiliates of Apollo (NYSE:
APO) (the "Apollo Funds"), one of the world's premier investment
firms, in an all-cash transaction that values the Company at an
enterprise value of approximately $1.85
billion.
Under the terms of the agreement, U.S. Silica stockholders will
receive $15.50 per share in cash for
each share of common stock owned as of the closing of the
transaction. The per share purchase price of $15.50 represents a 18.7% premium to U.S.
Silica's closing share price of $13.06 on April 25,
2024, the last full trading day prior to the transaction
announcement, and a 33.0% premium to the Company's 90-day
volume-weighted average share price for the period ended
April 25, 2024. Upon completion of
the transaction, the Company's common stock will no longer be
listed on the New York Stock Exchange, and the Company will become
a private company. U.S. Silica will continue operating under the
U.S. Silica name and brand and will continue to be led by
Bryan Shinn and the current
executive team.
Charles Shaver, Chairman of the
U.S. Silica Board of Directors said, "We are pleased to reach this
agreement with Apollo Funds, which we believe will provide our
stockholders with compelling, certain, cash value for their shares.
Apollo Funds have a strong investment record in the minerals and
mining sector and are committed to helping us achieve our long-term
objectives while maintaining our core values and customer-centric
approach."
"U.S. Silica has been a leader in the industrial silica and
minerals industry for 124 years, and this agreement is a great
outcome for our stockholders that paves the way for the Company's
continued success well into the future," said Bryan Shinn, Chief Executive Officer, U.S.
Silica. "By partnering with Apollo Funds, we gain significant
resources, deep industry expertise and enhanced flexibility as a
private company to pursue the many market opportunities in front of
us and invest in innovative capabilities that enable value-added
offerings for customers. U.S. Silica has long benefitted from our
large-scale production, high-quality reserve base, geographically
advantaged footprint, low-cost platform, and strong customer
relationships. Our ability to take this step from a position of
strength is a testament to this excellent foundation and the
dedication of our employees. I'm incredibly excited about the path
ahead."
Gareth Turner, Partner at
Apollo, said, "We have tremendous
respect for U.S. Silica and its talented management team and
employees, and are thrilled to partner with them to unlock the
Company's next phase of growth. U.S. Silica's industrial minerals
and sand mining and logistics businesses each are proven leaders in
their respective markets. We believe there are many opportunities
to grow and expand these businesses and we look forward to using
our significant industry experience to build on and extend the
Company's legacy of excellence to new frontiers."
Approvals and Timing
The transaction, which has been unanimously approved
by U.S. Silica's Board of Directors, is expected to close in
the third quarter of 2024, subject to customary closing conditions,
including approval by U.S. Silica stockholders and receipt of
regulatory approvals. The transaction is not subject to a financing
condition.
The definitive agreement includes a 45-day "go-shop" period that
will expire at 12:01 AM ET on
June 10, 2024, which permits U.S.
Silica and its financial advisor to actively initiate, solicit and
consider alternative acquisition proposals from third parties. U.S.
Silica's Board of Directors will have the right to terminate the
agreement to enter into a superior proposal, subject to the terms
and conditions of the agreement. There can be no assurance that
this process will result in a superior proposal, and U.S. Silica
does not intend to disclose developments with respect to the
"go-shop" process unless and until it determines such disclosure is
appropriate or is otherwise required, subject to the terms and
conditions set forth in the agreement.
First Quarter 2024 Financial Results
In a separate press release issued today, U.S. Silica announced
its first quarter 2024 financial results. The press release is
available on the Investor Relations section of the U.S. Silica
corporate website. In light of the announced transaction with
Apollo Funds, U.S. Silica has canceled the associated earnings
conference call previously scheduled for today.
Advisors
Piper Sandler & Co. is acting
as a financial advisor to U.S. Silica, and Morrison & Foerster
LLP is serving as U.S. Silica's legal counsel. Wachtell, Lipton,
Rosen & Katz is serving as legal counsel and BNP Paribas
Securities Corp and Barclays are serving as financial advisors to
Apollo Funds.
About U.S. Silica
U.S. Silica Holdings, Inc. is a global performance materials
company and is a member of the Russell 2000. The Company is a
leading producer of commercial silica used in the oil and gas
industry and in a wide range of industrial applications. Over its
124-year history, U.S. Silica has developed core competencies in
mining, processing, logistics and materials science that enable it
to produce and cost-effectively deliver over 800 diversified
products to customers across our end markets.
U.S. Silica's wholly-owned subsidiaries include EP Minerals and
SandBox Logistics™. EP Minerals is an industry leader in the
production of products derived from diatomaceous earth, perlite,
engineered clays, and non-activated clays. SandBox Logistics™ is a
state-of-the-art leader in proppant storage, handling and well-site
delivery, dedicated to making proppant logistics cleaner, safer and
more efficient. The Company has 26 operating mines and processing
facilities and two additional exploration stage properties across
the United States and is
headquartered in Katy, Texas.
About Apollo
Apollo is a high-growth, global
alternative asset manager. In our asset management business, we
seek to provide our clients excess return at every point along the
risk-reward spectrum from investment grade to private equity with a
focus on three investing strategies: yield, hybrid, and equity. For
more than three decades, our investing expertise across our fully
integrated platform has served the financial return needs of our
clients and provided businesses with innovative capital solutions
for growth. Through Athene, our retirement services business, we
specialize in helping clients achieve financial security by
providing a suite of retirement savings products and acting as a
solutions provider to institutions. Our patient, creative, and
knowledgeable approach to investing aligns our clients, businesses
we invest in, our employees, and the communities we impact, to
expand opportunity and achieve positive outcomes. As of
December 31, 2023, Apollo had approximately $651 billion of assets under management. To learn
more, please visit www.apollo.com.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval in connection with the proposed acquisition of
U.S. Silica (the "Company") by Apollo Funds (the "Merger"). In
connection with the proposed Merger, the Company will file a proxy
statement with the Securities and Exchange Commission (the "SEC"),
which the Company will furnish with any other relevant documents to
its stockholders in connection with the Special Meeting of the
Stockholders to vote on the Merger. This communication is not a
substitute for the proxy statement or any other document that the
Company may file with the SEC or send to its stockholders in
connection with the Merger. BEFORE MAKING ANY VOTING DECISION, WE
URGE STOCKHOLDERS TO READ THE PROXY STATEMENT (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE PROPOSED MERGER. The proposals for the Merger will be made
solely through the proxy statement. In addition, a copy of the
proxy statement (when it becomes available) may be obtained free of
charge from the Investor Relations Department at the Company, at
24275 Katy Freeway, Suite 600 Katy,
TX 77494. Security holders also will be able to obtain, free
of charge, copies of the proxy statement and any other documents
filed by the Company with the SEC in connection with the proposed
Merger at the SEC's website at http://www.sec.gov, and at the
Company's website at ussilica.gcs-web.com.
Forward-Looking Statements
This communication includes forward-looking statements. These
forward-looking statements generally can be identified by phrases
such as "anticipate", "believe", "expect", "estimate", "plan",
"outlook", and "project" or other words or phrase of similar
import. These statements are based on current expectations,
estimates and projections about the industry, markets in which the
Company operates, management's beliefs, assumptions made by
management and the transactions described in this communication.
While the Company's management believes the assumptions underlying
the forward-looking statements and information are reasonable, such
information is necessarily subject to uncertainties and may involve
certain risks, many of which are difficult to predict and are
beyond management's control. These risks include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (2) the nature, cost and outcome of any litigation and
other legal proceedings, including any such proceedings related to
the Merger that may be instituted against the parties and others
following announcement of the merger agreement; (3) the inability
to consummate the transaction within the anticipated time period,
or at all, due to any reason, including the failure to obtain the
requisite stockholder approval, failure to obtain required
regulatory approvals or the failure to satisfy other conditions to
completion of the transaction; (4) risks that the proposed
transaction disrupts current plans and operations of the Company or
diverts management's attention from its ongoing business; (5) the
ability to recognize the anticipated benefits of the transaction;
(6) the amount of the costs, fees, expenses and charges related to
the transaction; (7) the risk that the merger agreement may be
terminated in circumstances requiring the Company to pay a
termination fee; (8) the effect of the announcement of the Merger
on the ability of the Company to retain and hire key personnel and
maintain relationships with its customers, suppliers and others
with whom it does business; (9) the effect of the announcement of
the Merger on the Company's operating results and business
generally; (10) the risk that the Company's stock price may decline
significantly if the Merger is not consummated; and (11) the other
risks and important factors contained and identified in the
Company's filings with the SEC, such as the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, as well as the Company's
subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from
time to time, any of which could cause actual results to differ
materially from the forward-looking statements in this
communication.
There can be no assurance that the transaction will in fact be
consummated. We caution investors not to unduly rely on any
forward-looking statements. The forward-looking statements speak
only as of the date of this communication. The Company undertakes
no obligation or duty to update or revise any of these
forward-looking statements after the date of this communication,
nor to conform prior statements to actual results or revised
expectations, and the Company does not intend to do so.
Participants in the Solicitation
The directors and officers of the Company may be deemed to be
participants in the solicitation of proxies in connection with the
approval of the proposed transaction. Information regarding the
Company's directors and officers and their respective interests in
the Company by security holdings or otherwise is available in (i)
the Company's Annual Report on Form 10-K for the year ended
December 31, 2023, including under the headings "Item 10.
Directors, Executive Officers and Corporate Governance", "Item 11.
Executive Compensation", "Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters"
and "Item 13. Certain Relationships and Related Transactions, and
Director Independence", which was filed with the SEC on
February 27, 2024, (ii) the Company's
definitive Proxy Statement on Schedule 14A for its 2024 annual
meeting of stockholders, including under the headings "Proposal No.
1: Election of Directors", "Directors and Executive Officers",
"Compensation Discussion and Analysis", "Executive and Director
Compensation Tables and Other Information", "Stock Ownership" and
"Transactions with Related Persons", which was filed with the SEC
on March 26, 2024 and (iii)
subsequent statements of changes in beneficial ownership on file
with the SEC. Additional information regarding the interests of
such potential participants is or will be included in the proxy
statement and other relevant materials to be filed with the SEC,
when they become available, including in connection with the
solicitation of proxies to approve the proposed Merger. These
documents may be obtained free of charge from the SEC's website at
www.sec.gov and U.S. Silica's website at ussilica.gcs-web.com.
U.S. Silica Contact
Ida
Ashley
Vice President, Human Resources
ashleyi@ussilica.com
Tracey Timpanaro
Corporate Communications Specialist
timpanaro@ussilica.com
Apollo Contact
Noah
Gunn
Global Head of Investor Relations
(212) 822-0540
IR@apollo.com
Joanna Rose
Global Head of Corporate Communications
(212) 822-0491
Communications@apollo.com
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SOURCE U.S. Silica