UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): July 16 31, 2024

U.S. Silica Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35416

26-3718801

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

~~(State~~24275 orKaty ~~other~~Freeway, ~~jurisdiction~~Suite ~~of incorporation)~~600

001-35416		26-3718801
(Commission File Number)		(IRS Employer Identification No.)

Katy, Texas 77494

24275 Katy Freeway, Suite 600, Katy, Texas		77494
(Address of principal executive offices)		(Zip Code)

(Address of Principal Executive Offices) (Zip Code)

~~Registrant’s telephone number, including area code:~~ (281) 258-2170

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	SLCA	New York Stock Exchange
Common Stock, par value $0.01 per share	SLCA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07.~~Note ~~Submission of Matters to a Vote of Security Holders.~~

AsThis ~~previously~~Current ~~disclosed,~~Report on ~~April 26,~~Form ~~2024,~~8-K ~~U.S.~~is ~~Silica~~being ~~Holdings,~~filed ~~Inc.~~in ~~(the~~connection ~~“Company”)~~with ~~entered~~the ~~into~~completion anof ~~Agreement~~the ~~and~~previously ~~Plan~~announced of Merger (~~the~~as ~~“Merger~~described ~~Agreement”~~below) ~~with~~pursuant ~~Star~~to ~~Holding~~the ~~LLC,~~Agreement ~~a Delaware limited liability company (“Parent”),~~ and ~~Star~~Plan ~~Merger~~of ~~Co.~~Merger, adated ~~Delaware~~as ~~corporation and a wholly owned subsidiary~~ of ~~Parent~~April 26, 2024 (the “Merger ~~Sub~~Agreement”), ~~pursuant~~by toand ~~which,~~ among ~~other~~U.S. ~~things,~~Silica ~~and subject to the terms and conditions set forth therein~~Holdings, ~~Merger~~Inc. ~~Sub will merge with and into~~ (the “Company”), ~~with~~Star ~~the~~Holding ~~Company~~LLC ~~surviving the Merger as a wholly owned subsidiary of Parent~~ (~~the~~ “~~Merger~~Parent”). ~~Parent~~ and Star Merger ~~Sub~~Co. ~~are~~(“Merger ~~affiliates of certain funds managed by affiliates of Apollo Global Management, Inc~~Sub”).

On July 1631, 2024 (the “Closing Date”), pursuant to the ~~Company~~Merger ~~held~~Agreement, aMerger ~~virtual~~Sub ~~special~~merged ~~meeting~~with ofand ~~stockholders~~into the Company (the “~~Special Meeting~~Merger”), towith ~~consider~~the ~~certain~~Company ~~proposals~~surviving ~~related~~the toMerger (the ~~Merger~~“Surviving ~~Agreement~~Corporation”) as a wholly owned subsidiary of Parent. ~~All~~Parent ~~references~~and inMerger ~~this~~Sub ~~Current~~are ~~Report~~affiliates onof ~~Form~~certain ~~8-K~~funds to(the “~~present~~Apollo ~~in person~~Funds”) ~~shall~~managed ~~mean~~by ~~virtually~~affiliates ~~present~~of atApollo ~~the~~Global ~~Special~~Management, ~~Meeting~~Inc.

AsItem ~~of the close of business on June 10, 2024, the record date for the Special Meeting, there were 78,204,596 shares of the Company’s common stock, par value $0~~1.01 ~~per share (the “Shares”), outstanding and entitled to vote at the Special Meeting~~. AEntry ~~total~~into of 61,015,716 Shares, representing approximately 78.02% of the voting power of the outstanding Shares entitled to vote, were present in person or represented by proxy at the Special Meeting, constituting a ~~quorum~~Material toDefinitive ~~conduct business~~Agreement.

At2031 ~~the~~Notes ~~Special Meeting, the following proposals were considered:~~

1On the Closing Date, Parent entered into an Indenture (as supplemented, the “2031 Notes Indenture”), among Parent, Star Parent Holding I LLC (“Holding I”), certain subsidiaries of Holding I (together with Holding I, the “Intermediate Guarantors”) and Wilmington Trust, National Association (the “Trustee”), governing Parent’s issuance of 8.750% ~~Merger~~Senior ~~Proposal~~Secured Notes due 2031 with an initial aggregate principal amount of $350 million (the “2031 Notes”). AOn ~~proposal~~the toClosing ~~approve~~Date, the Company and ~~adopt~~certain ~~the~~subsidiaries ~~Merger~~of ~~Agreement~~the Company (together with the Company, the “~~Merger~~Subsidiary ~~Proposal~~Guarantors”, and together with the Intermediate Guarantors, the “Guarantors”) entered into a supplemental indenture to the 2031 Notes Indenture. Pursuant to the 2031 Notes Indenture, the Company and the other Guarantors agreed to guarantee Parent’s obligations under the 2031 Notes Indenture and the 2031 Notes. The obligations under the 2031 Notes and the related guarantees are secured on a first-priority basis on assets of Parent, the Company and the other Guarantors (subject to certain exclusions and exceptions). The 2031 Notes Indenture and the 2031 Notes include restrictive covenants, events of default and other provisions that are customary for obligations of this type.

2.First ~~Merger~~Lien ~~Compensation~~Credit ~~Proposal.~~Agreement A proposal to approve, by a non-binding, advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Merger Compensation Proposal”).

3.In ~~Adjournment~~addition, ~~Proposal.~~on ~~One~~the orClosing ~~more~~Date, ~~proposals~~Parent toentered ~~adjourn~~into a First Lien Credit Agreement (the ~~Special~~“First ~~Meeting~~Lien toCredit aAgreement”) ~~later~~among ~~date~~Holding orI, ~~dates~~Star Parent Holding II LLC (“Holding II”), ifParent, ~~necessary~~as orborrower, ~~appropriate~~BNP Paribas, ~~including~~as ~~adjournments~~administrative toagent, ~~solicit~~and ~~additional~~the ~~proxies~~lenders ifparty ~~there~~thereto, ~~are~~governing ~~insufficient~~(i) Parent’s ~~votes~~revolving atcredit ~~the~~facility ~~time~~in an aggregate principal amount of $175 million, maturing on the ~~Special~~fifth ~~Meeting~~(5th) toanniversary ~~approve~~of the ~~Merger~~Closing ~~Proposal~~Date orand (ii) Parent’s term loan B facility in an aggregate principal amount of $775 million, maturing on the ~~absence~~seventh (7th) anniversary of athe ~~quorum~~Closing Date. The obligations under the First Lien Credit Agreement are secured (i) on a first-priority basis on assets of Parent, the ~~“Adjournment~~Company ~~Proposal”~~and the other Guarantors (subject to certain exclusions and exceptions) and (ii) by a pledge of the equity interests of Holding I directly held by Holding II. The First Lien Credit Agreement includes representations and warranties, restrictive covenants, events of default and other provisions that are customary for facilities of this type.

~~Each~~Item ~~proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 11, 2024, as supplemented on July 8, 2024~~1. ~~The~~02. ~~Merger~~Termination ~~Proposal, the Merger Compensation Proposal and the Adjournment Proposal were each approved by the requisite vote~~ of ~~the~~a ~~Company’s~~Material ~~stockholders.~~Definitive ~~The final voting results for each proposal are described below~~Agreement.

~~Proposal~~Effective as of the Closing Date, all outstanding amounts and obligations under that certain Fourth Amended and Restated Credit Agreement, dated as of March 23, 2023, by and among U.S. Silica Company, a subsidiary of the Company, as borrower, USS Holdings, Inc., a subsidiary of the Company, as parent, the subsidiary guarantors from time to time party thereto, BNP Paribas, as administrative agent, and the lenders party thereto, as amended by that certain Amendment No. 1: ~~The~~to ~~Merger~~Credit ~~Proposal~~Agreement dated as of March 25, 2024 and as further amended, restated or modified prior to the date hereof, were repaid in full, all outstanding obligations and commitments thereunder were terminated and all related security interests and liens were released.

~~Approval~~Item of2.01. ~~the~~Completion ~~Merger Proposal required the affirmative vote~~ of ~~the~~Acquisition ~~holders~~or ofDisposition ~~a majority~~ of ~~the voting power represented by the outstanding Shares entitled to vote on the Merger Proposal~~Assets. ~~The Merger Proposal was approved.~~

For		Against		Abstain
58,830,565		1,350,576		834,575

The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

~~Proposal~~Pursuant 2:to ~~The~~the Merger ~~Compensation~~Agreement, ~~Proposal~~at the effective time of the Merger (the “Effective Time”):

~~Approval~~i. Each share of ~~the~~common ~~Merger~~stock, ~~Compensation~~par ~~Proposal~~value ~~required~~$0.01 per share, of the ~~affirmative~~Company, ~~vote~~that ofwas aissued ~~majority~~and ofoutstanding immediately prior to the ~~voting~~Effective ~~power~~Time of(each, ~~the~~a “Share”), other than Shares ~~present~~that inwere ~~person~~cancelled or ~~represented~~converted bypursuant ~~proxy~~to atSection 2.1(b) of the ~~Special~~Merger ~~Meeting~~Agreement and ~~entitled~~Dissenting toShares ~~vote~~(as ondefined in the Merger ~~Compensation~~Agreement), ~~Proposal.~~were ~~The~~converted ~~Merger~~into ~~Compensation~~the ~~Proposal~~right ~~was~~to ~~approved~~receive $15.50 in cash, without interest (the “Merger Consideration”);

For		Against		Abstain
56,593,640		3,515,144		906,932

ii.

Each performance share unit award corresponding to Shares (each, a “Company PSU”) that was outstanding immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash (subject to any applicable withholding taxes) equal to the product of (x) the number of Shares subject to the Company PSU immediately prior to the Effective Time, multiplied by (y) the Merger Consideration. For purposes of determining the number of Shares subject to a Company PSU immediately prior to the Effective Time: (A) in the case of Company PSUs subject to a total shareholder return performance metric, the number of Shares was based on the greater of the target level and the actual level of performance measured as of the date that is 10 days prior to the Closing Date (the “Measurement Date”) and using the value of the Merger Consideration as the “ending stock price” for calculating performance; and (B) in the case of Company PSUs subject to an adjusted cash flow performance metric, the number of Shares was based on (1) actual performance for performance periods completed prior to the Measurement Date, (2) the greater of the target level and the actual level of performance measured as of the Measurement Date for performance periods that are ongoing as of the Measurement Date and (3) target performance in respect of performance periods that have not commenced as of the Measurement Date.

~~Proposal~~iii. 3:Each ~~The~~restricted ~~Adjournment~~stock ~~Proposal~~unit award (excluding any Company PSU) corresponding to Shares (each, a “Company RSU”) that was outstanding immediately prior to the Effective Time, vested in full and was cancelled in exchange for the right to receive an amount in cash (subject to any applicable withholding taxes) equal to the product of (x) the number of Shares subject to the Company RSU, as applicable, immediately prior to the Effective Time, multiplied by (y) the Merger Consideration.

~~Approval~~iv. ofEach ~~the~~outstanding ~~Adjournment~~option ~~Proposal~~to ~~required~~purchase ~~the~~Shares ~~affirmative~~(each, ~~vote~~a of“Company aOption”) ~~majority~~that ofwas ~~the~~outstanding ~~voting~~and ~~power~~unexercised ofimmediately prior to the ~~Shares~~Effective ~~present~~Time was cancelled in ~~person~~exchange orfor ~~represented~~the byright ~~proxy~~to atreceive ~~the~~an ~~Special~~amount ~~Meeting~~in ~~and~~cash ~~entitled~~(subject to ~~vote~~any onapplicable withholding taxes) equal to the ~~Adjournment~~product ~~Proposal.~~of ~~The~~(x) ~~Adjournment~~the ~~Proposal~~excess, ~~was~~if ~~approved~~any, ~~but~~of ~~was~~the ~~not~~Merger ~~necessary~~Consideration inover ~~light~~the per Share exercise price of such Company Option, multiplied by (y) the ~~approval~~number of Shares covered by such Company Option immediately prior to the ~~Merger~~Effective ~~Proposal~~Time.

For		Against		Abstain
55,096,868		5,057,047		861,801

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2024, which is incorporated herein by reference.

Item 72.0103. ~~Regulation~~Creation FDof ~~Disclosure~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnThe ~~July 16,~~information ~~2024,~~set ~~the~~forth ~~Company~~in ~~issued~~Item ~~a press release announcing the results of the Special Meeting~~1.01 ~~A copy~~ of ~~the~~this ~~press~~Current ~~release~~Report ison ~~attached~~Form ~~hereto~~8-K ~~as Exhibit 99.1 and~~ is incorporated ~~herein~~ by reference into this Item 2.03.

Item 93.01. ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~(d)~~The ~~Exhibits~~information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Exhibit No.		Description
99.1		U.S. Silica Holdings, Inc. press release dated July 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on the Closing Date that each outstanding Share (except as described in Item 2.01 hereof) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as described under Item 2.01, and requested the NYSE to file a Form 25 with the SEC to remove the Common Stock from listing on the NYSE

~~SIGNATURES~~ and deregister the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Stock is expected to be suspended from trading on the NYSE effective prior to the opening of trading on August 1, 2024, the day after the Closing Date. After effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Common Stock under the Exchange Act and suspend the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

~~Pursuant~~Item to3.03. ~~the~~Material ~~requirements~~Modification ofto ~~the~~Rights ~~Securities Exchange Act~~ of ~~1934,~~Security ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

~~Date:~~The ~~July 16~~information set forth in the Introductory Note and in Items 2.01, ~~2024~~3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

UPursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding Share that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.S.01 ~~SILICA~~hereof) ~~HOLDINGS~~was converted, ~~INC~~at the Effective Time, into the right to receive the Merger Consideration. ~~/s/~~Accordingly, ~~Stacy~~at ~~Russell~~the ~~Stacy~~Effective ~~Russell~~Time, the holders of such Shares ceased to have any rights as stockholders of the Company, other than the right to receive such Merger Consideration.

~~Executive~~Item ~~Vice~~5.01. ~~President,~~Changes ~~General~~in ~~Counsel~~Control &of ~~Corporate Secretary~~Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to holders of Company common stock and equity awards in connection with the Merger was approximately $1.28 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from proceeds from the issuance of the 2031 Notes, borrowings pursuant to the First Lien Credit Agreement, a cash equity contribution from certain funds affiliated or controlled by Parent, and cash from the Company’s balance sheet.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Directors

In accordance with the terms of the Merger Agreement, on the Closing Date, the following persons became directors of the Surviving Corporation: Gareth Turner, Orme Thompson and Christopher Wales. Bryan A. Shinn, who was a director of the Company immediately prior to the Effective Time, will continue to be a director of the Surviving Corporation. 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.

Officers

In accordance with the terms of the Merger Agreement, on the Closing Date, the following persons continued as executive officers of the Surviving Corporation: Bryan A. Shinn, Chief Executive Officer; Kevin J. Hough, Interim Executive Vice President and Chief Financial Officer; Jay M. Moreau, Executive Vice President and Chief Operating Officer; Zach Carusona, Executive Vice President and President, Industrial and Specialty Products; J. Derek Ussery, Executive Vice President and President, Oil and Gas; and Stacy Russell, Executive Vice President, General Counsel and Secretary.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

On the Closing Date, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

On the Closing Date, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated in their entirety to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.

Item 8.01.

Other Events.

On the Closing Date, the Company issued a press release announcing the completion of the Merger. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of April 26, 2024, by and among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2024).*

3.1		Amended and Restated Certificate of Incorporation of the Company.

3.2		Amended and Restated Bylaws of the Company.

99.1		Press Release, dated as of July 31, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


U.S. SILICA HOLDINGS, INC.

By:		/s/ Stacy Russell
		Name: Stacy Russell
		Title: Vice President, General Counsel & Corporate Secretary

Date: July 31, 2024

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