Fairmount Santrol (FMSA) Announces 15M Share Common Stock Secondary Offering

December 1, 2016 5:07 PM EST
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Fairmount Santrol (NYSE: FMSA) announced that its principal stockholder, ASP FML Holdings, LLC (the “Selling Stockholder”), an affiliate of American Securities LLC, a leading U.S. private equity firm, is selling 15,000,000 shares of Fairmount Santrol common stock that it currently owns in an underwritten public offering. Fairmount Santrol will not receive any proceeds from the sale of shares in the offering.

The Selling Stockholder also intends to grant the underwriter a 30-day option to purchase up to an additional 2,250,000 shares of common stock. 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 25.2% of the Company’s outstanding common stock (or approximately 24.2% 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.



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