(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
¨
The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however,
see
the Notes).
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 2 of 14
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1
|
NAME OF REPORTING PERSON
Unimin Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (
See
Instructions)
WC, PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
58,415,452.666
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
58,415,452.666
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
58,415,452.666*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
26.1%**
|
14
|
TYPE OF REPORTING PERSON (
See
Instructions)
CO
|
* Beneficial
ownership of 58,415,452.666 shares of common stock, par value $0.01 (the “
Issuer Common Stock
”), of Fairmount
Santrol Holdings Inc., a Delaware corporation (the “
Issuer
”), is being reported hereunder solely because SCR-Sibelco
NV, a company organized under the laws of Belgium (“
Sibelco
”), and Unimin Corporation, a Delaware corporation
and wholly owned subsidiary of Sibelco (“
Unimin
” and, together with Sibelco, collectively, the “
Reporting
Persons
”), may be deemed to have beneficial ownership of such shares of Issuer Common Stock as a result of certain provisions
contained in the Voting and Support Agreement, dated as of December 11, 2017, a copy of which is attached as Exhibit 2 hereto
(the “
Voting Agreement
”), entered into by Unimin, Bison Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of Unimin (the “
Merger Sub 1
”), and certain stockholders of the Issuer. Pursuant to Rule 13d-4
under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission by either of the Reporting Persons that it is the beneficial
owner of any shares of Issuer Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such
beneficial ownership is hereby expressly disclaimed.
** The
calculation of the 26.1% beneficial ownership is based on (i) 58,415,452.666 shares of Issuer Common Stock beneficially owned by
the Voting Agreement Shareholders (as defined below) that are parties to the Voting Agreement and (ii) 224,092,378 shares of Issuer
Common Stock issued and outstanding as of December 8, 2017, as set forth in the Merger Agreement (as defined below) referred
to in this Schedule 13D.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 3 of 14
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1
|
NAME OF REPORTING PERSON
SCR-Sibelco NV
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (
See
Instructions)
WC,
PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
58,415,452.666
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
58,415,452.666
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
58,415,452.666*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
26.1%**
|
14
|
TYPE OF REPORTING PERSON (
See
Instructions)
HC-CO
|
* Beneficial
ownership of 58,415,452.666 shares of Issuer Common Stock is being reported hereunder solely because the Reporting Persons may
be deemed to have beneficial ownership of such shares of Issuer Common Stock as a result of certain provisions contained in the
Voting Agreement. Pursuant to Rule 13d-4 under the Exchange Act, neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission by either of the Reporting Persons that it is the beneficial owner of any shares of
Issuer Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership
is hereby expressly disclaimed.
** The
calculation of the 26.1% beneficial ownership is based on (i) 58,415,452.666 shares of Issuer Common Stock beneficially owned by
the Voting Agreement Shareholders (as defined below) that are parties to the Voting Agreement and (ii) 224,092,378 shares of Issuer
Common Stock issued and outstanding as of December 8, 2017, as set forth in the Merger Agreement (as defined below) referred
to in this Schedule 13D.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 4 of 14
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ITEM 1.
|
SECURITY AND ISSUER
|
The class of equity
securities to which this Schedule relates is the common stock, par value $0.01 per share, of Fairmount Santrol Holdings Inc., a
Delaware corporation. The principal executive office of the Issuer is located at 8834 Mayfield Road, Chesterland, Ohio 44026, United
States of America.
ITEM 2.
|
IDENTITY AND BACKGROUND
|
This Schedule is being filed by SCR-Sibelco NV, a company organized under the laws of Belgium (“
Sibelco
”)
and Unimin Corporation, a Delaware corporation and wholly owned subsidiary of Sibelco (“
Unimin
” and, together
with Sibelco, collectively, the “
Reporting Persons
”).
The address of the
principal office of Unimin is 258 Elm St., New Canaan, Connecticut 06840, United States of America. The address of the principal
office of Sibelco is Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium.
Unimin is an application-focused
minerals company providing materials solutions to its customers drawing from a diversified product portfolio and the worldwide
production capabilities of Sibelco, its privately held parent company. Unimin is one the largest producers of quartz proppants
for oil and natural gas stimulation and recovery and is a leading supplier of multi-mineral product offerings to industrial customers
in glass, construction, ceramics, coatings, polymers and foundry markets.
Sibelco is a Belgian
privately-owned business which manufactures and distributes an extensive multi-mineral portfolio consisting of silica, clay, lime
and other industrial, non-metallic (specialty) minerals. Sibelco is a global leader in material solutions, transforming raw materials
with technology and know-how to offer solutions with and beyond minerals.
The name, business
address, present principal occupation or employment and citizenship of each director and executive officer of Unimin and Sibelco
are set forth on Schedule I hereto and are incorporated by reference herein in their entirety.
During the past five
years, none of the Reporting Persons has been and, to the best of their knowledge, no person listed on Schedule I hereto has been,
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five
years, none of the Reporting Persons has been and, to the best of their knowledge, no person listed on Schedule I hereto has been,
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with respect to such laws.
The Reporting Persons
have entered into a Joint Filing Agreement, dated December 21, 2017, a copy of which is attached as Exhibit 3 hereto.
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
As an inducement for Unimin and Bison Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Unimin ( “
Merger Sub 1
”), to enter into the Merger Agreement (as defined in Item 4 herein) and in consideration
thereof, certain stockholders of the Issuer entered into the Voting and Support Agreement, dated as of December 11, 2017, a copy
of which is attached as Exhibit 2 hereto (the “
Voting Agreement
”), with Unimin and Merger Sub 1. Other than
entering into the Merger Agreement, neither Unimin nor Sibelco has paid any consideration to the Issuer or to any stockholder of
the Issuer as an inducement to entering into the Voting Agreement.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 5 of 14
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For a summary of certain
provisions of the Merger Agreement and Ancillary Agreements (as defined below), see Item 4 below, which summary is incorporated
by reference in its entirety in the response to this Item 3. For a summary of the Voting Agreement, see Item 4 below, which summary
is incorporated by reference in its entirety in the response to this Item 3. The Merger Agreement is filed as Exhibit 1 hereto
and is incorporated herein by reference in its entirety. The Voting Agreement is filed as Exhibit 2 hereto and is incorporated
herein by reference in its entirety.
ITEM 4.
|
PURPOSE OF TRANSACTION
|
As described more fully
in Item 3 and below, this Schedule relates to the proposed business combination of the Issuer and Unimin pursuant to the terms
of an Agreement and Plan of Merger (the “
Merger Agreement
”), dated as of December 11, 2017, by and among the
Issuer, Sibelco, Unimin, Merger Sub 1 and Bison Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary
of Unimin (“
Merger Sub 2
” and, together with Merger Sub 1, the “
Merger Subs
”).
Concurrently with the
execution of the Merger Agreement, Charles D. Fowler and ASP FML Holdings, LLC (collectively, the “
Voting Agreement Shareholders
”),
who collectively own 58,415,452.666 shares of Issuer Common Stock, entered into the Voting Agreement with Unimin and Merger Sub
1.
Merger Agreement
Pursuant to the terms
of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the
Issuer and Sibelco have agreed to effect a strategic combination of their respective businesses by: (i) merging Merger Sub 1 with
and into the Issuer (the “
First Merger
”), with the Issuer continuing as the surviving corporation (the “
Surviving
Corporation
”), and (ii) upon the effective time of the First Merger, merging the Surviving Corporation with and into
Merger Sub 2 (the “
Second Merger
” and, together with the First Merger, the “
Mergers
”), with
Merger Sub 2 continuing as the surviving company as a wholly owned subsidiary of Unimin (also referred to herein as the “
combined
company
”), which will become the parent holding company for the combined group.
The board of directors
of each of the Issuer and Unimin has approved the Merger Agreement, the Mergers and the other transactions contemplated thereby.
Merger Consideration
Pursuant to the terms
of the Merger Agreement, at the effective time of the First Merger (the “
Effective Time
”), each share of Issuer
Common Stock (other than treasury stock and any shares of Issuer Common Stock owned by the Issuer or any wholly owned subsidiary
of the Issuer), will be converted into the right to receive (i) the number of shares of Unimin common stock, which is expected
to have par value of $0.01 per share at Closing (the “
Unimin Common Stock
”), that will result in the holders
of Issuer Common Stock, together with the holders of certain Issuer equity awards, owning 35% of the Unimin Common Stock (the “
Exchange
Ratio
”) and (ii) an amount in cash equal to the result of (x) $170,000,000, divided by (y) the Fully Diluted Fairmount
Share Number (as defined in the Merger Agreement), without interest. The Merger Agreement provides that, at the Effective Time,
the Issuer’s stock options and other equity awards will automatically convert into stock options and equity awards with respect
to Unimin Common Stock, on the same terms and conditions under the applicable plans and award agreements immediately prior to the
Effective Time after giving effect to the Exchange Ratio and appropriate adjustments to reflect the consummation of the Mergers.
Registration and Listing of Unimin
Common Stock
Sibelco and Unimin
will prepare and will cause Unimin to file with the U.S. Securities and Exchange Commission a registration statement on Form S-4
in connection with the issuance of shares of Unimin Common Stock in the Mergers, which will include a prospectus relating to issuance
of Unimin Common Stock to be issued in the First Merger. The Unimin Common Stock will be listed on the New York Stock Exchange
as of and after the Effective Time.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 6 of 14
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Governance
Under the terms of
the Merger Agreement, as of the Effective Time, Unimin will cause its certificate of incorporation and bylaws to be amended on
the terms set forth in the Merger Agreement.
Under the terms
of the Merger Agreement, as of the Effective Time, Jenniffer Deckard, who is currently the Chief Executive Officer of the
Issuer, will serve as the Chief Executive Officer of the combined company. Under the terms of the Merger Agreement and the
Stockholders Agreement, the combined company will have a board of directors consisting initially of 11 directors, (i) six of
whom will be persons designated by Sibelco, one of whom will be the Chairman of the board of directors of the combined
company, (ii) four of whom will be persons designated by the Issuer from the directors of the Issuer serving as of the date
of the Merger Agreement, and (iii) Jenniffer Deckard in her capacity as the Chief Executive Officer of the combined company
as of the Effective Time.
Conditions to the Mergers
The consummation of
the Merger is subject to customary closing conditions, including (i) the approval of the Merger by holders of a majority in voting
power of the outstanding shares of Issuer Common Stock, (ii) the absence of any law, injunction or certain other legal impediments
to the consummation of the Mergers, (iii) the receipt of specified required regulatory approvals in agreed jurisdictions, including
the early termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(iv) subject to certain materiality and other qualifications, the accuracy of representations and warranties made by the Issuer
and each of Sibelco, Unimin and the Merger Subs, (v) the performance in all material respects by the Issuer, Unimin, Sibelco and
the Merger Subs, respectively, of its obligations under the Merger Agreement, (vi) the registration statement on Form S-4 used
to register the Unimin Common Stock to be issued in the First Merger being declared effective by the SEC, (vii) the approval for
listing on the New York Stock Exchange of the Unimin Common Stock to be issued in the First Merger, (viii) the HPQ Carve-out and
(ix) the receipt of a tax opinion from tax counsel as to the tax-free nature of each of the Mergers.
Certain other Terms of the Merger
Agreement
The Merger Agreement
contains customary representations and warranties made by each of the Issuer, Sibelco, Unimin and the Merger Subs. The parties
have also agreed to various covenants in the Merger Agreement, including, among others, covenants (i) to conduct their respective
businesses in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement
and the Effective Time, (ii) to cooperate to prepare and file (a) the Issuer’s proxy statement in connection with obtaining
the approval of the Issuer’s stockholders for the Mergers and (b) Unimin’s registration statement in connection with
the registration of the Unimin Common Stock to be issued in the First Merger, (iii) restricting, subject to certain limitations,
the Issuer’s ability to solicit or enter into certain alternative transactions, (iv) to cause a meeting of the Issuer’s
stockholders to be held to consider adoption of the Merger Agreement, and (v) to use their reasonable best efforts to consummate
and obtain the proceeds of the financing transactions contemplated by the Debt Commitment Letter (as defined in the Merger Agreement),
or to obtain alternative financing for the Mergers.
The Merger Agreement
contains certain termination rights for each of the Issuer and Unimin, including in the event that: (i) the Merger is not completed
on or prior to December 11, 2018, subject to extension for an additional six-month period for the purpose of obtaining regulatory
clearances, (ii) a governmental entity of competent jurisdiction has issued an order or taken any other action permanently restraining,
enjoining or otherwise prohibiting the Merger and such order or other action shall have become final and non-appealable (subject
to certain limitations set forth in the Merger Agreement), (iii) the Merger Agreement is not approved by the stockholders of the
Issuer at its stockholders meeting, (iv) if any required consent is conditioned on any of the Issuer, Unimin, or any of their respective
subsidiaries or affiliates making a Material Divestiture (as defined in the Merger Agreement), (v) the Issuer’s board of
directors changes its recommendation to the Issuer’s stockholders regarding the approval of the Merger Agreement, (vi) Unimin
fails to consummate the Mergers at the Closing because the financing for the Mergers is unavailable, or (vii) at any time prior
to obtaining approval of the Issuer’s stockholders, the Issuer receives a Company Superior Proposal (as defined in the Merger
Agreement) and elects to terminate the Merger Agreement and enter into a definitive agreement in respect of that Company Superior
Proposal.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 7 of 14
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Termination Fees
The
Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, including (i) a
change in the recommendation of the board of directors of the Issuer, (ii) a termination of the Merger Agreement by the
Issuer prior to obtaining approval of the Issuer’s stockholders in order to enter into a definitive agreement for a
Company Superior Proposal (as defined in the Merger Agreement), or (iii) termination in connection with a material breach by
the Issuer or because the Mergers are not consummated by the Outside Date (as defined in the Merger Agreement) at a time when
there was an offer or proposal for an alternative transaction with respect to the Issuer and the Issuer enters into a
definitive agreement or consummates a Company Qualifying Transaction (as defined in the Merger Agreement) within nine months
following such date of termination, the Issuer will pay Unimin a termination fee equal to $52,000,000.
Further, the Merger
Agreement provides that Unimin must pay a termination fee of $52,000,000 to the Issuer if the Merger Agreement is terminated because
Unimin fails to consummate the Mergers at the Closing because the financing for the Mergers is unavailable.
Voting Agreement
On December 11, 2017,
Unimin, Merger Sub 1, Charles D. Fowler and ASP FML Holdings, LLC entered into the Voting Agreement. Subject to the terms and conditions
contained therein, the Voting Agreement requires ASP FML Holdings, LLC, which entity beneficially owns 48,156,628 shares of Issuer
Common Stock (representing approximately 21.5% of the currently outstanding Issuer Common Stock), and Charles D. Fowler, who beneficially
owns 10,258,824.666 shares of Issuer Common Stock (representing approximately 4.6% of the currently outstanding Issuer Common Stock),
to vote their respective beneficially owned shares of Issuer Common Stock in favor of the adoption of the Merger Agreement and
the transactions contemplated thereunder, unless the board of directors of the Issuer has changed its recommendation with respect
thereto.
Further, the Voting
Agreement Shareholders granted an irrevocable proxy to and appointed Unimin and any designee of Unimin as their attorneys-in-fact
to vote their shares of Issuer Common Stock in accordance with the Voting Agreement. The Voting Agreement restricts the ability
of the Voting Agreement Shareholders to transfer their shares of Issuer Common Stock. If during the term of the Voting Agreement,
any Voting Agreement Shareholder becomes the record or beneficial owner of any Additional Securities (as defined in the Voting
Agreement), such Additional Securities will be subject to the Voting Agreement.
The Voting Agreement will automatically terminate upon the earliest to occur of: (a) the termination of
the Merger Agreement in accordance with its terms, (b) the Effective Time (as defined in the Merger Agreement), and (c) the board
of directors of the Issuer making a Company Recommendation Change (as defined in the Merger Agreement). In addition, the Voting
Agreement may be terminated, (A) with respect to an individual Voting Agreement Shareholder, (i) at any time by written consent
of Unimin and such Voting Agreement Shareholder and (ii) by the Voting Agreement Shareholder following any amendment, change or
modification to the Merger Agreement affecting the Merger Consideration in a manner detrimental to the Voting Agreement Shareholder
or Article VII of the Merger Agreement or that would other otherwise have a material adverse effect on the Voting Agreement Shareholder,
or (B) with respect to all Voting Agreement Shareholders, at any time by written consent of the parties to the Voting Agreement.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 8 of 14
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Stockholders Agreement
Concurrent with the
closing of the Mergers contemplated by the Merger Agreement, Unimin, Sibelco and certain other stockholders of Unimin will enter
into a Stockholders Agreement (the “
Stockholders Agreement
”).
Under the terms of the Stockholders Agreement, through the third annual stockholders meeting after the
Effective Date, each party to the Stockholders Agreement agrees to vote all voting shares held by such party to ensure that the
board of directors of Unimin consists of eleven directors. Prior to the earlier of (i) the close of business on the tenth business
day following the date on which Sibelco and its affiliates no longer beneficially own more than 50% of the outstanding Unimin Common
Stock and (ii) the close of business on the business day following a public announcement by Sibelco that the trigger date has occurred
(the earlier of (i) and (ii), the “
Trigger Date
”), each party to the Stockholders Agreement will vote and take
any necessary action so that (i) six directors will be the persons nominated by Sibelco and appointed to the board of directors
under the terms of the Merger Agreement (the “
Sibelco Directors
”), one of whom will be the Chairman of the board
of directors of Unimin, (ii) four directors will be persons nominated by the Issuer and appointed to the board of directors under
the terms of the Merger Agreement (the “
Fairmount Directors
”), and (iii) the eleventh director will be the Chief
Executive Officer of Unimin as of the Effective Time. From and after the Trigger Date, each party to the Stockholders Agreement
will vote and take any necessary action so that (i) the number of Sibelco Directors will be reduced (by director removal or resignation)
so that the proportion of Sibelco Directors on the board of directors is equal to Sibelco’s ownership percentage of the Unimin
Common Stock, (ii) the Fairmount Directors remain directors and any vacancy created by the reduction in the number of Sibelco Directors
will be filled pursuant to the Stockholders Agreement, and (iii) the eleventh director will be the Chief Executive Officer of Unimin
as of the Effective Time.
Through the third annual
stockholders meeting after the Effective Date, vacancies on the board of the directors of Unimin created by (i) the death, disability,
retirement, resignation or removal of a Sibelco Director will be filled by the remaining Sibelco Directors then in office, (ii)
the death, disability, retirement, resignation or removal of a Fairmount Director will be filled by the remaining Fairmount Directors
then in office, and (iii) the removal or resignation of the Chief Executive Officer will be filled by the successor Chief Executive
Officer.
The Stockholders Agreement
provides that three of the Fairmount Directors must be independent (the “
Fairmount independent directors
”) and
during the three year period following the Effective Time (the “
Restricted Period
”) certain actions, including
the issuance of additional classes of capital stock to Sibelco or its affiliates, entry into certain agreements with Sibelco, pursuing
claims against Sibelco or any Sibelco-related party and amending the Articles of Incorporation and Bylaws of Unimin must be approved
by the Fairmount independent directors.
For 45 days following
the Effective Time, Sibelco and any director who is also a party to the Stockholders Agreement will be prohibited from selling
any shares of Unimin Common Stock. The Stockholders Agreement further provides that during the Restricted Period, Sibelco will
be bound by customary lockup and standstill provisions, including covenants not to solicit competing proxies or call special meetings
of Unimin’s stockholders, subject to the earlier expiration of the standstill provisions or certain waivers thereto upon
the occurrence of certain events, Sibelco may not transfer any shares of Unimin Common Stock that it owns, subject to certain exceptions,
and unless approved by the Fairmount independent directors, Sibelco will be subject to standstill restrictions. Under the terms
of the Stockholders Agreement, Sibelco will have a pre-emptive right on the issuance of new securities by Unimin, subject to customary
exceptions, and unless approved by a majority of all independent directors Sibelco will not acquire more than 70% of the outstanding
Unimin Common Stock during the Restricted Period, or 80.1% of the outstanding Unimin Common Stock thereafter.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 9 of 14
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HPQ Carve-Out
Prior to the consummation
of the Mergers, Unimin will divest its high purity quartz business to Sibelco by means of a distribution in exchange for a redemption
of capital stock of Unimin held by Sibelco (the “
HPQ Carve-out
”). The HPQ Carve-out is governed by a Business
Contribution Agreement and a Tax Matters Agreement to be entered into between Unimin, Sibelco and a newly established affiliate
entity. Among other things, such agreements provide for customary allocation of assets and liabilities relating to Unimin’s
high purity quartz business, and mutual indemnities provided by the relevant parties in respect of such liabilities.
Other Agreements
In connection with
the execution of the Merger Agreement, Unimin has secured fully committed financing from Barclays Bank PLC and BNP Paribas to refinance
Unimin’s and the Issuer’s outstanding debt obligations and certain transaction expenses.
In connection with
certain transactions contemplated by the Merger Agreement, additional agreements will be entered into between Unimin and Sibelco
at or prior to Closing, including a Distribution Agreement, Agency Agreement and Non-Compete Agreement. Pursuant to the Distribution
Agreement, the parties will each provide distribution services with respect to certain of the other party’s products and
license certain trademarks. Pursuant to the Agency Agreement, the parties will each provide exclusive agency services with respect
to the other party’s products within defined trading areas. Pursuant to the Non-Compete Agreement, for so long as Sibelco
or any of its affiliates owns more than 50% of the issued and outstanding shares of Unimin Common Stock, the parties agree to refrain
from selling, marketing, distributing or producing certain products within defined markets and territories. The Distribution Agreement,
Agency Agreement and Non-Compete Agreement, and all obligations, terms and conditions contained therein, will automatically terminate
without any further action required by any party upon Sibelco directly or indirectly, ceasing to own more than 50% of the issued
and outstanding shares of Unimin Common Stock.
In addition, at Closing,
Unimin, Sibelco and Sibelco Switzerland GmbH will enter into a Registration Rights Agreement (the “
Registration Rights
Agreement
”). Pursuant to the terms of the Registration Rights Agreement, Sibelco and its affiliates are entitled to customary
demand and piggyback registration rights.
The foregoing description
of the (i) Merger Agreement, (ii) (a) the form of the Stockholders Agreement, (b) the form of the Business Contribution Agreement,
(c) the form of the Tax Matters Agreement, (d) the form of the Distribution Agreement, (e) the form of the Agency Agreement, (f)
the form of the Non-Compete Agreement, and (g) the form of the Registration Rights Agreement (collectively, the “
Ancillary
Agreements
”) and (iii) the transactions contemplated thereby does not purport to be and is not complete and is subject
to and qualified in its entirety by reference to the full text of the Merger Agreement and the Ancillary Agreements, copies of
which are attached hereto as Exhibit 1 and the terms of which are incorporated herein by reference.
The foregoing description
of the Voting Agreement and the transactions contemplated thereby does not purport to be and is not complete and is subject to
and qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which are attached hereto as Exhibit
2 and the terms of which are incorporated herein by reference.
Other than as set forth
in this Item 4, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
SCHEDULE 13D
CUSIP No. 30555Q108
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Page 10 of 14
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a)-(b) Prior to December 11, 2017,
neither of the Reporting Persons was a beneficial owner, for purposes of Rule 13d-3 under the Exchange Act, of any shares of Issuer
Common Stock or any other securities exchangeable or convertible into such shares. However, under the definition of “beneficial
ownership” as set forth in Rule 13d-3 under the Exchange Act, as a result of entering into the Voting Agreement, the Reporting
Persons may be deemed to beneficially own 58,415,452.666 shares of Issuer Common Stock (with shared voting power and shared dispositive
power) representing approximately 26.1% of the total outstanding shares of Issuer Common Stock, based on 224,092,378 shares of
Issuer Common Stock reported outstanding as of December 8, 2017 (as set forth in the Merger Agreement). Information regarding the
Voting Agreement Stockholders’ beneficial ownership is based upon information disclosed in the Voting Agreement. The Reporting
Persons disclaim any beneficial ownership of such shares of Issuer Common Stock, and nothing herein shall be deemed to be an admission
by either of the Reporting Persons as to the beneficial ownership of such shares. To the Reporting Parsons’ knowledge, no
shares of Issuer Common Stock are beneficially owned by any of the persons identified in Schedule I hereto.
Notwithstanding the
foregoing, however, the Reporting Persons (i) are not entitled to any rights as a stockholder of the Issuer with respect to any
shares of Issuer Common Stock and (ii) have no power to vote, direct the voting of, dispose of, or direct the disposal of, any
shares of Issuer Common Stock other than the power provided pursuant to the Voting Agreement. Neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission that either of the Reporting Persons is the beneficial owner
of any securities of the Issuer (including, without limitation, the shares of Issuer Common Stock owned by the shareholder) for
purposes of Section 13(d) or 16 of the Exchange Act or for any other purpose and such beneficial ownership is hereby expressly
disclaimed.
(c)-(d) Except as described herein,
none of the Reporting Persons nor, to the best of their knowledge, any other person referred to in Schedule I hereto,
has acquired or disposed of any shares of Issuer Common Stock during the past 60 days. Furthermore, the Reporting Persons know
of no other person having the right to receive the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities covered by this Schedule.
(e) Not
applicable.
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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The information set forth in Items 2, 3
and 4 is incorporated herein by reference in its entirety.
ITEM 7.
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MATERIALS TO BE FILED AS EXHIBITS
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Descriptions of documents
set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.
Exhibit 1
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Agreement and Plan of Merger, dated as of December 11, 2017, by and among Fairmount Santrol Holdings Inc., SCR-Sibelco NV, Unimin Corporation, Bison Merger Sub, Inc. and Bison Merger Sub I, LLC, a copy of which is incorporated herein by reference from Exhibit 2.1 to the current report on Form 8-K filed by the Issuer on December 12, 2017.
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Exhibit 2
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Voting and Support Agreement, dated as of December 11, 2017, by and among Unimin Corporation, Bison Merger Sub, Inc. and the stockholders of Fairmount Santrol Holdings Inc. named therein.
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Exhibit 3
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Joint Filing Agreement, dated as of December 21, 2017, by and among the Reporting Persons.
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SCHEDULE 13D
CUSIP No. 30555Q108
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Page 11 of 14
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SIGNATURE
After reasonable inquiry
and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: December 21, 2017
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SCR-Sibelco NV
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By:
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/s/ Kurt Decat
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Name: Kurt Decat
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Title: Chief Financial Officer, Member of Executive Committee
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By:
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/s/
Jean-Luc Deleersnyder
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Name: Jean-Luc Deleersnyder
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Title: Chief Executive Officer, Member of Executive Committee
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Unimin Corporation
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By:
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/s/
Campbell J. Jones
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Name: Campbell J. Jones
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Title: President and Chief Executive Officer
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SCHEDULE 13D
CUSIP No. 30555Q108
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Page 12 of 14
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SCHEDULE
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ADDITIONAL INFORMATION CONCERNING THE
REPORTING PERSONS
Unimin Corporation
Name of Directors and Executive Officers
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Principal Address
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Principal Occupation(1)
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Citizenship
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Campbell J. Jones
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258 Elm St., New Canaan, Connecticut 06840, United States
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President and Chief Executive Officer, Director
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Australia
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Andrew D. Eich
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258 Elm St., New Canaan, Connecticut 06840, United States
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Senior Vice President and Chief Commercial Officer, Director
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United States
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Mark B. Oskam
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258 Elm St., New Canaan, Connecticut 06840, United States
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Senior Vice President/Corporate Development
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United States
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Richard M. Solazzo
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258 Elm St., New Canaan, Connecticut 06840, United States
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Senior Vice President/Law, General Counsel & Secretary
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United States
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Meghan E. DeMasi
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258 Elm St., New Canaan, Connecticut 06840, United States
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Vice President/Finance and Treasurer
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United States
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Jennifer L. Fox
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258 Elm St., New Canaan, Connecticut 06840, United States
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Vice President/Human Resources
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United States
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Andrew G. Bradley
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258 Elm St., New Canaan, Connecticut 06840, United States
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Vice President/Safety, Health and Sustainability
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United States
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Douglas S. Losee
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121 St. Andrews Ct., Mankato, Minnesota 56001, United States
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Vice President/Environmental Affairs
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United States
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Joaquin Duran Martinez
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Loma Larga No. 2621 Col., Obispado Monterrey, Nuevo Leon 64060, Mexico
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Vice President/Mexico
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Mexico
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Reynaldo V. Aloy, Jr.
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258 Elm St., New Canaan, Connecticut 06840, United States
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Vice President/Financial Planning & Analysis
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Brazil
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Jean-Luc Deleersnyder (2)
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Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium
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Director
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Belgium
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______________________
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(1)
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Unless otherwise indicated, the principal occupation of
each person is employment by/service at Unimin.
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(2)
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The principal occupation of Jean-Luc Deleersnyder is his
position as Chief Executive Officer of Sibelco.
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SCHEDULE 13D
CUSIP No. 30555Q108
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Page 13 of 14
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SCR-Sibelco NV
Name of Directors and Executive Officers
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Principal Address
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Position at Sibelco
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Principal Occupation(1)
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Citizenship / State of Incorporation
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Bert De Graeve, permanent representative of IDW Consult BVBA (2)
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Langenberg 41, 2323 Wortel Belgium
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Chairman of the Board of Directors
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Management company
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Belgium
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Frans Corpeleijn
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Dr J.P.Thijsselaan 4, 2061 BJ Bloemendaal, The Netherlands
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Director
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Chairman of the Frans Hals Museum, director at various companies
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The Netherlands
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France de Sadeleer
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Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium
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Director
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Director
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Belgium
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Paul de Lasteyrie du Saillant
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147 rue de Paris, 94220 Charenton-le-Pont, France
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Director
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COO Essilor SA
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France
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Michel Delloye, permanent representative of Cytifinance SA (3)
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Avenue du Derby 12, 1050 Brussels, Belgium
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Director
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Management company
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Belgium
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Jacques Emsens
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Avenue Louise 366, 1050 Brussels, Belgium
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Director
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Chairman of JPSeven
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Belgium
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Pascal Emsens
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Chaussée de la Hulpe 120, 1000, Brussels, Belgium
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Director
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Portfolio Manager at AtlasInvest NV
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Belgium
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Walter Emsens
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Boulevard International 9, 1070, Brussels, Belgium
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Director
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Managing Director of VAG Security
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Belgium
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Hans-Josef Grehl
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51365 Leverkusen, Germany
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Director
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Head of Procurement at Covestro AG
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Germany
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Christoph Grosspeter
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Philosophenweg 12, D-92224 Amberg, Germany
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Director
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Managing director of Grosspeter 1ste VV GmbH & Co. KG
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Germany
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Jean-Pierre Labroue, permanent representative of Calavon Finance SAS (4)
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19 rue Pierre Semard, 75009 Paris, France
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Director
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Management company
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France
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SCHEDULE 13D
CUSIP No. 30555Q108
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Page 14 of 14
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Name of Directors and
Executive Officers
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Principal Address
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Position at Sibelco
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Principal
Occupation(1)
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Citizenship /
State of
Incorporation
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Jean-Luc Deleersnyder
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Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium
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Chief Executive Officer
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Chief Executive Officer
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Belgium
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Kurt Decat
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Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium
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Chief Financial Officer
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Chief Financial Officer
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Belgium
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Laurence Boens
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Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium
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Group Legal Counsel and Secretary
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Group Legal Counsel and Secretary
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Belgium
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Olivier Lambrechts
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Plantin en Moretuslei 1A, B-2018 Antwerp, Belgium
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Executive Vice President of Corporate Development
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Executive Vice President of Corporate Development
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Belgium
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(1)
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Unless otherwise indicated, the principal occupation of each person is employment by/service at
Sibelco.
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(2)
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IDW Consult BVBA, a management company incorporated in Belgium, is a director of Sibelco. Bert
De Graeve, a Belgian citizen, is the managing director of IDW Consult BVBA and the permanent representative of IDW Consult BVBA
on the board of directors of Sibelco. The principal occupation of Mr. Bert De Graeve is his role as chairman of the board of directors
of Bekaert NV, which principal address is NV Bekaert SA, Bekaertstraat 2 BE-8550 Zwevegem, Belgium.
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(3)
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Cytifinance SA, a management company incorporated in Belgium, is a director of Sibelco. Michel Delloye,
a Belgian citizen, is the managing director of Cytifinance SA and the permanent representative of Cytifinance SA on the board of
directors of Sibelco. The principal occupation of Mr. Delloye is his role as the managing director of Cytifinance SA.
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(4)
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Calavon Finance SAS,
a
management company incorporated in France, is a director of Sibelco. Jean-Pierre Labroue, a French citizen, is the President
of Calavon Finance SAS and the permanent representative of Calavon Finance SAS on the board of directors of Sibelco. The
principal occupation of Mr. Labroue is his role as the President of Calavon Finance SAS.
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