Fairmount Santrol Announces Upsize and Pricing of Secondary Common Stock Offering
December 01 2016 - 9:16PM
Fairmount Santrol (NYSE:FMSA), a leading provider of
high-performance sand and sand-based products, today announced the
pricing of an upsized secondary public offering of 20,000,000
shares of its common stock by its principal stockholder, ASP FML
Holdings, LLC (the “Selling Stockholder”), an affiliate of American
Securities LLC, a leading U.S. private equity firm, for total gross
proceeds to the Selling Stockholder of approximately $175.0 million
before deducting underwriting commissions and estimated offering
expenses. In addition, the Selling Stockholder has granted
the underwriter a 30-day option to purchase up to an additional
3,000,000 shares of common stock. Fairmount Santrol will not
receive any proceeds from the sale of shares in the offering.
Prior to this offering, the Selling Stockholder beneficially
owned approximately 31.9% of the Company’s outstanding common
stock. Upon completion of the offering, the Selling
Stockholder will own approximately 23.0% of the Company’s
outstanding common stock (or approximately 21.6% if the underwriter
exercises its option in full).
The underwriter may offer the shares from time to time in one or
more transactions on the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or
otherwise at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices.
The offering is expected to close on December 7, 2016,
subject to customary closing conditions.
Morgan Stanley & Co. LLC is acting as the sole underwriter
for the offering. This offering is being made pursuant to an
effective shelf registration statement filed by Fairmount Santrol
with the Securities and Exchange Commission. A prospectus
supplement relating to the common stock offering will be filed with
the Securities and Exchange Commission. When available, a
copy of the prospectus for the offering may be obtained by sending
a request to: Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Company's common stock or any
other securities, and there shall not be any offer, solicitation or
sale of securities mentioned in this press release in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Fairmount Santrol
Fairmount Santrol is a leading provider of high-performance sand
and sand-based products used by oil and gas exploration and
production companies to enhance the productivity of their wells.
The Company also provides high-quality products, strong technical
leadership and applications knowledge to end users in the foundry,
building products, water filtration, glass, and sports and
recreation markets. Its extensive logistics capabilities include a
wide-ranging network of distribution terminals and railcars that
allow the Company to effectively serve customers wherever they
operate. As one of the nation’s longest continuously operating
mining organizations, Fairmount Santrol has developed a strong
commitment to all three pillars of sustainable development, People,
Planet and Prosperity. Correspondingly, the Company’s motto and
action orientation is: “Do Good. Do Well.”
Forward-Looking Statements Certain statements
contained in this press release constitute “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements
represent the Company’s expectations or beliefs concerning future
events, and it is possible that the results described in this press
release will not be achieved. These forward-looking
statements are subject to risks, uncertainties and other factors,
many of which are outside of the Company’s control that could cause
actual results to differ materially from the results discussed in
the forward-looking statements. These factors include: changes in
prevailing economic conditions, including continuing pressure on
and fluctuations in demand for, and pricing of, our products; loss
of, or reduction in business from the Company’s largest customers
or their failure to pay the Company; possible adverse effects of
being leveraged, including interest rate, event of default or
refinancing risks, as well as potentially limiting the Company’s
ability to invest in certain market opportunities; the level of
cash flows generated to provide adequate liquidity; our ability to
successfully develop and market new products, including Propel
SSP™; our rights and ability to mine our property and our renewal
or receipt of the required permits and approvals from government
authorities and other third parties; our ability to implement and
realize efficiencies from capacity expansion plans and cost
reduction initiatives within our time and budgetary parameters;
increasing costs or a lack of dependability or availability of
transportation services or infrastructure and geographic shifts in
demand; changing legislative and regulatory initiatives relating to
our business, including environmental, mining, health and safety,
licensing, reclamation and other regulation relating to hydraulic
fracturing (and changes in their enforcement and interpretation);
silica-related health issues and corresponding litigation; seasonal
and severe weather conditions; and other operating risks that are
beyond our control.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, the Company does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for the Company to predict all such factors.
When considering these forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in
Fairmount Santrol Holdings Inc.’s filings with the Securities and
Exchange Commission (“SEC”). The risk factors and other factors
noted in our filings with the SEC could cause our actual results to
differ materially from those contained in any forward-looking
statement.
OFFERING SPECIFIC
NOTICECanadaThe securities may be sold
only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the securities
must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser’s province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these rights
or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued
or guaranteed by the government of a non-Canadian jurisdiction,
section 3A.4) of National Instrument 33-105 Underwriting Conflicts
(NI 33-105), the underwriter are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
Investor contact:Sharon Van
Zeeland440-279-0204Sharon.VanZeeland@fairmountsantrol.com
Media contact:Kristin
Lewis440-279-0245Kristin.Lewis@fairmountsantrol.com
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