U.S. Silica to be acquired by Apollo Global for $15.50 per share in cash

U.S. Silica (SLCA) announced that it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo (APO) in an all-cash transaction that values the company at an enterprise value of approximately $1.85B. 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 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. 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.