Unimin and Fairmount Santrol Receive Final Approvals Necessary to Complete Merger and Create Covia
25 Maio 2018 - 5:10PM
Fairmount Santrol (NYSE:FMSA) and Unimin Corporation (“Unimin”)
today announced that they have received the regulatory approvals
required to complete their announced merger, including approval
from the Mexican Federal Economic Competition Commission (COFECE).
The companies are also pleased to announce the approval by a
majority of Fairmount Santrol shareholders at the special
shareholder meeting held May 25, 2018.
At the time of close, which is expected to be June 1, 2018, the
combined company will be named Covia Holdings Corporation (“Covia”)
and will begin trading on the New York Stock Exchange under the
ticker symbol “CVIA”.
Jenniffer Deckard, President and Chief Executive Officer of
Fairmount Santrol, who will serve as President and Chief Executive
Officer of Covia upon close, said, “Covia will bring together the
strengths of both companies to create an industry leader in mineral
and material solutions for the Energy and Industrial markets. Covia
will be strongly positioned to serve customers’ needs through our
broad array of high-quality products, distinctive technical
capabilities, and the industry’s most comprehensive production and
distribution network. We believe these competitive advantages will
enable us to achieve our targeted synergy goals while creating
greater value for all of our stakeholders.” Deckard added, “We are
very proud of the people at both legacy companies and would like to
thank everyone for all they have done to help us achieve our goal
of creating an industry leader. We have a very talented team and I
look forward to what we will accomplish together at Covia.”
The merger is expected to be partially financed with a
seven-year $1.65 billion Senior Secured Term Loan (“Term Loan”) and
a five-year $200 million Senior Secured Revolving Credit Facility
(“Revolving Credit Facility”) committed to, and subsequently
syndicated by, Barclays and BNP Paribas. The Term Loan and
Revolving Credit Facility is expected to initially bear interest at
a rate of Libor +3.75% and Libor +3.50%, respectively. The interest
rate on both the Term Loan and Revolving Credit Facility will be
tied to an interest rate grid based on Covia’s leverage ratio. The
Term Loan and Revolving Credit Facility will close and fund in
conjunction with the merger transaction.
About Fairmount SantrolFairmount 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. Fairmount Santrol 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 expansive
logistics capabilities include a wide-ranging network of
distribution terminals and railcars that allow Fairmount Santrol 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, Fairmount Santrol’s motto and action orientation
is: “Do Good. Do Well.” For more information, visit
FairmountSantrol.com.
About Unimin CorporationUnimin 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 organization. Unimin is one of 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.
Unimin operates a portfolio of strategically located and long
life assets with 31 mining facilities with reserves (including one
facility currently under construction) and nine processing
facilities (one of which is inactive) that span the United States,
Mexico and Canada and serve a variety of energy and industrial
customers. Unimin’s broad portfolio of minerals including silica
sand, feldspar, nepheline syenite, lime, clays (incl. kaolin),
calcium carbonate and olivine allows Unimin to offer a
multi-mineral product mix to its industrial customers. Unimin has
built long-standing relationships with its key customers and has a
broad customer base comprised of S&P 500 and blue chip
customers. Unimin operates an extensive logistics and distribution
network with access to five Class 1 railroads, a large number of
in-basin oil and gas operating terminals and strong unit-train
capabilities.
Forward-Looking StatementsThis press release
contains statements which, to the extent they are not statements of
historical or present fact, constitute “forward-looking” statements
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995. All forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially
from those expressed or implied in the forward-looking statements.
Important factors that could cause actual results to differ
materially from those anticipated or implied in forward looking
statements are described in Unimin’s registration statement on Form
S-4, as amended (File No. 333-224228), Fairmount Santrol’s Form
10-K under the heading “Cautionary Statement Regarding
Forward-Looking Information”, as well as the information included
in Fairmount Santrol’s Current Reports on Form 8-K and other
factors that are set forth in management’s discussion and analysis
of Fairmount Santrol’s most recently filed reports with the SEC.
Additional important factors that could cause actual results to
differ materially from those indicated by forward-looking
statements include risks and uncertainties relating to: the merger
not being timely completed, if completed at all; if the merger is
completed, the impact of any undertakings required by the parties
in order to obtain regulatory approvals; prior to the completion of
the merger, Fairmount Santrol’s and/or Unimin’s respective
businesses experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, business partners or governmental
entities; the industry may be subject to future regulatory or
legislative actions that could adversely affect Fairmount Santrol’s
and/or Unimin’s respective businesses; and the parties being unable
to successfully implement integration strategies. While Fairmount
Santrol and/or Unimin may elect to update forward-looking
statements at some point in the future, Fairmount Santrol and
Unimin specifically disclaim any obligation to do so, even if
estimates change and, therefore, you should not rely on these
forward-looking statements as representing our views as of any date
subsequent to today.
Fairmount Santrol:
Indrani Egleston+1
440-214-3219Indrani.Egleston@fairmountsantrol.com
Matthew Schlarb+1
440-214-3284Matthew.Schlarb@fairmountsantrol.com
Unimin:
Jennifer Fox+1 203-442-2287jfox@unimin.com
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