U.S. Silica’s $750 Million Acquisition of EP Minerals


Centerview Partners LLC served as investment banking advisor and Baker Botts L.L.P. served as legal advisor to U.S. Silica. The Valence Group provided a fairness opinion to U.S. Silica’s board of directors.

U.S. Silica Holdings, Inc. (NYSE: SLCA) entered in a definitive agreement to acquire EP Minerals for $750 million in cash.

EP Minerals – with sales of over $200 million – is a global producer of engineered materials derived from industrial minerals including diatomaceous earth (DE), clay (calcium bentonite) and perlite. The company is the number one or number two player in each of its global markets. Similar to U.S. Silica’s Industrial and Specialty Products (ISP) segment, it has transformed from a commodity-based business by adding new, value-added, higher-margin products to its mix, developing over 50 innovative new products in the last three years with 40 plus products in its new development pipeline today.

EP Minerals’ unique industrial minerals are used as filter aids, absorbents and functional additives for a variety of industries including food and beverage, biofuels, recreational water, oil and gas, farm and home, landscape, sports turf, paint, plastics, and insecticides. The company’s facilities are located in Nevada, Oregon, Nebraska, Tennessee, Alabama and Mississippi.

U.S. Silica’s ISP business remains on track for substantial growth through expansion of base business pricing and volume, acquiring bolt-ons in attractive, adjacent markets, and by developing and marketing new, value-added, higher margin products. U.S. Silica will finance the transaction and refinance its current debt through a new seven year, $1.280 billion committed Term Loan B credit facility and an expanded $100 million revolving credit facility.

The transaction is expected to be accretive in the fourth quarter of 2018 and is expected to close in the second quarter of 2018.

U.S. Silica Holdings, Inc. is a producer of industrial silica and sand proppants. The company, led by Bryan A Shinn, Bradford B Casper and Donald A Merril, in 2017 recorded $1.24 Billion Revenues.

Baker Botts Represents U.S. Silica in $750 Million Acquisition of EP Minerals

23 March 2018

News Release

Deal Description: U.S. Silica Holdings, Inc. (NYSE: SLCA) today announced a definitive agreement to acquire EP Minerals from Golden Gate Capital for $750 million in cash.

EP Minerals – with sales of over $200 million – is a global producer of engineered materials derived from industrial minerals including diatomaceous earth (DE), clay (calcium bentonite) and perlite. The company is the number one or number two player in each of its global markets. Similar to U.S. Silica’s Industrial and Specialty Products (ISP) segment, it has transformed from a commodity-based business by adding new, value-added, higher-margin products to its mix, developing over 50 innovative new products in the last three years with 40 plus products in its new development pipeline today.

U.S. Silica’s ISP business remains on track for substantial growth through expansion of base business pricing and volume, acquiring bolt-ons in attractive, adjacent markets, and by developing and marketing new, value-added, higher margin products. U.S. Silica will finance the transaction and refinance its current debt through a new seven year, $1.280 billion committed Term Loan B credit facility and an expanded $100 million revolving credit facility.

The transaction is expected to be accretive in the fourth quarter of 2018 and is expected to close in the second quarter of 2018.

Baker Botts represented U.S. Silica with a team including Efren Acosta (Partner, Houston); Laura Katherine Mann (Senior Associate, Houston); Bill Pritchett (Associate, Houston); Jennifer Gasser (Associate, Houston); Josh Gonzales (Associate, Houston); Gita Pathak (Associate, Houston) (M&A); Tom Fina (Partner, Washington); Michael Bodosky (Special Counsel, Washington) (Antitrust); Scott Janoe (Partner, Houston); Harrison Reback (Associate, Houston); Paulina Williams (Special Counsel, Austin) (Environmental); Ron Scharnberg (Partner, Houston); Katie McEvilly (Associate, Houston) (Tax); Robinson Vu (Partner, Houston); Amy Bergeron (Associate, Houston); Lindsey Volpenheim Cutie (Associate, Houston) (Intellectual Property); Chris Pratt (Special Counsel, Houston); Gaby Alvarez (Associate, Houston) (Employee Benefits); Chris Wilson (Partner, Houston); Nina Culotta (Associate, Houston) and Sarabeth Westwood (Associate, Houston) (Real Estate).

Involved fees earner: Efren Acosta – Baker Botts; Laura Katherine Mann – Baker Botts; Bill Pritchett – Baker Botts; Jennifer Gasser – Baker Botts; Josh Gonzales – Baker Botts; Gita Pathak – Baker Botts; Thomas Fina – Baker Botts; Michael Bodosky – Baker Botts; Scott Janoe – Baker Botts; Harrison Reback – Baker Botts; Paulina Williams – Baker Botts; Ron Scharnberg – Baker Botts; Katie McEvilly – Baker Botts; Robinson Vu – Baker Botts; Amy Bergeron – Baker Botts; Lindsey Volpenheim Cutie – Baker Botts; Chris Pratt – Baker Botts; Gabriela Alvarez – Baker Botts; Chris Wilson – Baker Botts; Nina Culotta – Baker Botts; Sarabeth Westwood – Baker Botts;

Law Firms: Baker Botts;

Clients: U.S. Silica Holdings, Inc.;

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Author: Ambrogio Visconti