Amended Current Report Filing (8-k/a)
September 30 2016 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Form 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 16, 2016
U.S. Silica Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35416
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26-3718801
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8490 Progress Drive, Suite 300, Frederick, MD
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21701
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (301) 682-0600
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
On August 16, 2016, U.S. Silica Holdings, Inc., a Delaware corporation (U.S. Silica or the Company), completed the acquisition of
New Birmingham, Inc., a Nevada corporation (NBI), pursuant to the terms of the previously announced Agreement and Plan of Merger, by and among the Company, New Birmingham Merger Corp., a Nevada corporation and wholly owned subsidiary of
the Company (Merger Sub 1), NBI Merger Subsidiary II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub 2), NBI, and each of David Durrett and Erik Dall as representatives of the sellers and
option holders (the Merger Agreement), pursuant to which the Company acquired all of the outstanding capital stock of NBI through the merger of Merger Sub 1 with and into NBI, followed immediately by the merger of NBI with and into
Merger Sub 2 (collectively, the Merger). The Form 8-K filed August 18, 2016 (the Initial 8-K) omitted the financial statements of the business acquired and the pro forma combined financial information as permitted by
Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K. This amendment to the Initial 8-K is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. The Initial 8-K otherwise
remains the same and the Items therein, including Item 9.01, are hereby incorporated by reference into this Current Report on Form 8-K/A.
The
consideration paid by the Company to the stockholders of NBI at the closing of the Merger consisted of $106,509,000 of cash, subject to customary post-closing adjustments and 2,630,513 shares of common stock of the Company. A portion of the cash
consideration has been deposited into escrow to support the post-closing purchase price adjustment and the sellers indemnification obligations.
Item 9.01
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Financial Statements and Exhibits.
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(a)(1) Audited financial statements of business acquired
The audited financial statements of NBI as of and for the year ended December 31, 2015, including the notes thereto, are filed herewith as Exhibit 99.1.
(a)(2) Unaudited financial statements of business acquired
The unaudited financial statements of NBI as of and for the six months ended June 30, 2016, including the notes thereto, are filed herewith as Exhibit
99.2.
(b) Pro forma financial information
The
unaudited pro forma condensed combined balance sheet as of June 30, 2016, and statements of operations for the year ended December 31, 2015 and for the six months ended June 30, 2016, including the notes thereto, are filed herewith as
Exhibit 99.3.
(d) Exhibits
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Exhibit
No.
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Description
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23.1*
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Consent of Independent Auditor BDO USA, LLP
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99.1*
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The audited financial statements of NBI as of and for the year ended December 31, 2015, including the notes thereto.
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99.2*
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The unaudited financial statements of NBI as of and for the six months ended June 30, 2016, including the notes thereto.
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99.3*
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The unaudited pro forma condensed consolidated financial statements of U.S. Silica as of and for the six months ended June 30, 2016, and for the year ended December 31, 2015, including the notes thereto,
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: September 30, 2016
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U.S. SILICA HOLDINGS, INC.
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/s/ Christine C. Marshall
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Christine C. Marshall
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Senior Vice President, Chief Legal Officer and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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23.1
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Consent of Independent Auditor BDO USA, LLP
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99.1
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The audited financial statements of NBI as of and for the year ended December 31, 2015, including the notes thereto.
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99.2
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The unaudited financial statements of NBI as of and for the six months ended June 30, 2016, including the notes thereto.
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99.3
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The unaudited pro forma condensed consolidated financial statements of U.S. Silica as of and for the six months ended June 30, 2016, and for the year ended December 31, 2015, including the notes thereto,
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