SEC 8-K News

2024-07-08 10:11:59

U.S. Silica Holdings, Inc. has communicated that as part of an ongoing Merger Agreement with Star Holding LLC and Star Merger Co. — affiliates of Apollo Funds managed by Apollo Global Management, Inc. — supplementary details have been provided to respond to shareholder litigation challenging disclosure adequacy. There have been fifteen demand letters and two complaints with accusations that the Disclosures in preliminary and definitive proxy statements were insufficient. Nevertheless, U.S. Silica denies all allegations, asserting no laws were violated, no duties breached, and no supplemental disclosures were necessary.

U.S. Silica has voluntarily supplemented details to eliminate litigation burden, moot claims, avoid merger delays or disruptions, and provide additional information to stockholders, without admitting legal or material necessity of these supplemental disclosures. They've amended and supplemented sections regarding the merger's background, Piper Sandler's analysis, and clarified their stance regarding their leadership's post-merger roles and standstill provisions.

A special meeting of the Company’s stockholders is scheduled for July 16, 2024, where a vote on the Merger Agreement will take place. Forward-looking statements outline management's expectations and inherent uncertainties and risks, including potential disruption from the proposed merger.

Names mentioned: - U.S. Silica Holdings, Inc. - Star Holding LLC - Star Merger Co. - Apollo Funds - Apollo Global Management, Inc. - Piper Sandler - Stacy Russell