Apollo Global Management, Inc. (NYSE:APO) entered into a definitive agreement to acquire U.S. Silica Holdings, Inc. (NYSE:SLCA) for $1.3 billion on April 26, 2024. Under the terms of the agreement, U.S. Silica stockholders will receive $15.50 per share in cash for each share of common stock owned as of the closing of the transaction. The definitive agreement includes a 45-day "go-shop" period that will expire at 12:01 AM ET on June 10, 2024, which permits U.S. Silica and its financial advisor to actively initiate, solicit and consider alternative acquisition proposals from third parties. U.S. Silica's Board of Directors will have the right to terminate the agreement to enter into a superior proposal, subject to the terms and conditions of the agreement. Upon completion of the transaction, the Company's common stock will no longer be listed on the New York Stock Exchange, and the Company will become a private company. U.S. Silica will continue operating under the U.S. Silica name and brand and will continue to be led by Bryan Shinn and the current executive team. In case of deal terminations, a fee of $41.75 million will be payable by U.S. Silica to Apollo; provided that a lower fee of $20.875 million will apply with respect to a termination by the U.S. Silica to accept a Superior proposal prior to the No-Shop Period start date. The merger agreement also provides that, in certain circumstances, including the termination of the merger agreement following a failure by Apollo to consummate the merger in breach of the merger agreement, subject to certain conditions, Apollo would be required to pay U.S. Silica, a termination fee of $87.3 million. Apollo has obtained equity financing and debt financing commitments to finance the transactions contemplated by the Merger Agreement and to pay related fees and expenses. The Apollo Funds have committed to provide equity financing of up to $1.150 billion in the aggregate to finance a portion of the consideration due under the Merger Agreement. Certain financial institutions have agreed to provide to Parent committed debt financing of $1.275 billion in the aggregate, a portion of which will be used to finance a portion of the consideration due under the Merger Agreement, subject to the terms and conditions set forth in the debt commitment letter. The transaction, which has been unanimously approved by U.S. Silica's Board of Directors, is expected to close in the third quarter of 2024, subject to customary closing conditions, including approval by U.S. Silica stockholders and receipt of regulatory approvals and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is not subject to a financing condition.

Piper Sandler & Co. is acting as a financial advisor and provided fairness opinion to Board of U.S. Silica, and Spencer D. Klein and Joseph P. Sulzbach of Morrison & Foerster LLP is serving as U.S. Silica's legal counsel. Andrew J. Nussbaum and Victor Goldfeld of Wachtell, Lipton, Rosen & Katz is serving as legal counsel and BNP Paribas Securities Corp and Barclays are serving as financial advisors to Apollo Funds.