FMSA / Fairmount Santrol Holdings Inc. - Документы SEC, Годовой отчет, Доверенное заявление

FMSA / Fairmount Santrol Holdings Inc. 15-12B

15-12B 1 d598261d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-36670 BISON MERGER SUB I, LLC (Exact nam

FMSA / Fairmount Santrol Holdings Inc. S-8 POS

S-8 POS 1 d599470ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 6, 2018 Registration No. 333-199228 Registration No. 333-200355 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-199228 FORM S-8 REGISTRATION STATEMENT NO. 333-200355 UNDER THE SECURITIES ACT OF 1933 BISON

FMSA / Fairmount Santrol Holdings Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 6, 2018 Registration No.

FMSA / Fairmount Santrol Holdings Inc. POSASR

As filed with the Securities and Exchange Commission on June 6, 2018 Registration No.

FMSA / Fairmount Santrol Holdings Inc. POS AM

POS AM 1 d601324dposam.htm POS AM As filed with the Securities and Exchange Commission on June 6, 2018 Registration No. 333-212360 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-212360 UNDER THE SECURITIES ACT OF 1933 BISON MERGER SUB I, LLC (Exact name of registrant as specified in its charter) Dela

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d600646d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2018 (June 1, 2018) BISON MERGER SUB I, LLC (formerly known as Fairmount Santrol Holdings Inc.) (Exact name of registrant as specified in its charter)

Certificate of Formation of Bison Merger Sub I, LLC, effective as of the consummation of the Second Merger.

EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF BISON MERGER SUB I, LLC The undersigned, as an authorized person, has duly executed and is filing this Certificate of Formation for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act: FIRST: The name of the limited liability company is Bison Merger Sub I, LLC (hereinafter referred to as the Company). SE

Amended and Restated Bylaws of Fairmount Santrol Holdings Inc., effective as of the consummation of the Merger.

EX-3.2 3 d600646dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF BISON MERGER SUB, INC. a Delaware corporation ARTICLE I OFFICE AND RECORDS Delaware Office 1.1 The Corporation shall have and maintain a registered office in the State of Delaware as required by law. The name and address of its registered agent in the State of Delaware is set forth in the Certificate of Incorporation of the Corporation (the Ce

Amended and Restated Certificate of Incorporation of Fairmount Santrol Holdings Inc., effective as of the consummation of the Merger.

EX-3.1 2 d600646dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BISON MERGER SUB, INC. The undersigned, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, certifies: FIRST: The name of the corporation is Bison Merger Sub, Inc. (hereinafter referred to as the Corporation). SECOND: The address of the Corporation’s registered office in

Limited Liability Company Agreement of Bison Merger Sub I, LLC, effective as of the consummation of the Second Merger.

EX-3.4 Exhibit 3.4 LIMITED LIABILITY COMPANY AGREEMENT OF BISON MERGER SUB I, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), is entered as of December 10, 2017, by Unimin Corporation, a Delaware corporation (the Member), and Bison Merger Sub I, LLC, a Delaware limited liability company (the Company). 1. NAME AND PLACE OF BUSINESS The name of the Company is “Bison Merger Sub I, LLC.

COVIA TO COMMENCE TRADING FOLLOWING COMBINATION OF UNIMIN AND FAIRMOUNT SANTROL

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE COVIA TO COMMENCE TRADING FOLLOWING COMBINATION OF UNIMIN AND FAIRMOUNT SANTROL CHESTERLAND, Ohio, June 1, 2018 – Covia Holdings Corporation (NYSE:CVIA) (“Covia”) announced today the completion of the previously announced strategic combination between Unimin Corporation (“Unimin”) and Fairmount Santrol. Covia will commence trading today on the New York St

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 12, 2018, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporatio

UNIMIN AND FAIRMOUNT SANTROL RECEIVE FINAL APPROVALS NECESSARY TO COMPLETE MERGER AND CREATE COVIA

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIMIN AND FAIRMOUNT SANTROL RECEIVE FINAL APPROVALS NECESSARY TO COMPLETE MERGER AND CREATE COVIA CHESTERLAND, Ohio, and NEW CANAAN, Connecticut, May 25, 2018 – 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 fr

FMSA / Fairmount Santrol Holdings Inc. 11-K

11-K 1 fmsa-11k20171231.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File Number 001-36670

Joint Filer Information

Exhibit 99.1 Joint Filer Information Name of Joint Filer: ASP FML Investco, LLC Address of Joint Filer: c/o American Securities LLC 299 Park Avenue, 34th Floor New York, NY 10171 Relationship of Joint Filer to Issuer: 10% Owner Issuer Name and Ticker or Trading Symbol: FMSA Holdings Inc. [FMSA] Date of Earliest Transaction Required to be Reported (Month/Day/Year): 12/07/2016 If Amendment, Date Ori

Other Events

8-K 1 d563449d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

425 1 d563449d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d589359d425.htm 425 May 2018 Fairmount and Unimin to create Covia A Compelling Strategic Transaction Creating a Leader in Proppant and Industrial Materials Solutions Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission Fi

Financial Statements and Exhibits, Other Events

8-K 1 d552189d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

Disclaimer and Forward Looking Statements CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This presentation contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking” statem

Investor Presentation May 2018 Fairmount and Unimin to create Covia A Compelling Strategic Transaction Creating a Leader in Proppant and Industrial Materials Solutions Exhibit 99.

Disclaimer and Forward Looking Statements CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This presentation contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking” statem

Investor Presentation May 2018 Fairmount and Unimin to create Covia A Compelling Strategic Transaction Creating a Leader in Proppant and Industrial Materials Solutions Exhibit 99.

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

425 1 d552189d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

Results of Operations and Financial Condition, Other Events

8-K 1 d568862d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdic

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

425 1 d568862d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdic

Mine Safety Disclosure Exhibit

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

FMSA / Fairmount Santrol Holdings Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36670 FAIRMOUNT

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d545243d425.htm 425 May 2018 Fairmount and Unimin to create Covia A Compelling Strategic Transaction Creating a Leader in Proppant and Industrial Materials Solutions Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission Fi

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d583573d425.htm 425 May 2018 Fairmount and Unimin to create Covia A Compelling Strategic Transaction Creating a Leader in Proppant and Industrial Materials Solutions Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fai

Other Events

8-K 1 d581895d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

FMSA / Fairmount Santrol Holdings Inc. 8-K (Prospectus)

425 1 d581895d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d583077d425.htm 425 May 2018 Lender Presentation Covia Unimin and Fairmount Santrol to Create Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Disclaimer an

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d583167d425.htm 425 May 2018 Lender Presentation Covia Unimin and Fairmount Santrol to Create Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission File No. 001-36670) Disclaimer and Forward Looking Statements CAUTIONARY S

Financial Statements and Exhibits, Other Events

8-K 1 d559038d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

Unimin Corporation and Fairmount Santrol, Upon Completion of Merger, to Become Covia, a Leading Provider of Proppants and Industrial Materials Solutions Companies agree to expand board of directors from 11 to 13 directors Chairman and three other ind

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Unimin Corporation and Fairmount Santrol, Upon Completion of Merger, to Become Covia, a Leading Provider of Proppants and Industrial Materials Solutions Companies agree to expand board of directors from 11 to 13 directors Chairman and three other independent directors named to complete 13-member Covia board CHESTERLAND, Ohio and NEW CANAAN, Connecticut, M

Unimin Corporation and Fairmount Santrol, Upon Completion of Merger, to Become Covia, a Leading Provider of Proppants and Industrial Materials Solutions Companies agree to expand board of directors from 11 to 13 directors Chairman and three other ind

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Unimin Corporation and Fairmount Santrol, Upon Completion of Merger, to Become Covia, a Leading Provider of Proppants and Industrial Materials Solutions Companies agree to expand board of directors from 11 to 13 directors Chairman and three other independent directors named to complete 13-member Covia board CHESTERLAND, Ohio and NEW CANAAN, Connecticut, M

FMSA / Fairmount Santrol Holdings Inc. 8-K (Prospectus)

425 1 d559038d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

Unimin Corporation and Fairmount Santrol, Upon Completion of Merger, to Become Covia, a Leading Provider of Proppants and Industrial Materials Solutions Companies agree to expand board of directors from 11 to 13 directors Chairman and three other ind

EX-99.1 2 d582564dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Unimin Corporation and Fairmount Santrol, Upon Completion of Merger, to Become Covia, a Leading Provider of Proppants and Industrial Materials Solutions Companies agree to expand board of directors from 11 to 13 directors Chairman and three other independent directors named to complete 13-member Covia board CHESTERLAND, Ohio an

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

425 1 d582564d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 7, 2018 Unimin Corporation (Exact name of registrant as specified in its charter) Delaware 13-2656671 (State or Other Jurisdiction of Incorporation) (

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Fairmount Santrol Holdings Inc First-Quarter 2018 Conference Call May 3, 2018 May 3, 2018, 10:00 AM ET Corpor

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction (Commission (IRS Emplo

FAIRMOUNT SANTROL ANNOUNCES FIRST-QUARTER 2018 RESULTS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES FIRST-QUARTER 2018 RESULTS • Volumes of 3.2 million tons, with Proppant Solutions volumes of 2.6 million tons • Revenues of $273.3 million, with Proppant Solutions revenues of $242.2 million • Net income of $28.9 million, or $0.13 per diluted share • Adjusted EBITDA of $71.0 million CHESTERLAND, Ohio, May 3, 2018 (GLOBE NEWSWIR

Other Events

8-K 1 d568419d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

FMSA / Fairmount Santrol Holdings Inc. 8-K (Prospectus)

425 1 d568419d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d774591d425.htm 425 Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission File No. 001-36670) Page 1 of 3 FOR IMMEDIATE RELEASE SEC Declares Form S-4 Effective for Proposed Merger of Unimin Corporation and Fairmount Santro

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d573464d425.htm 425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Page 1 of 3 FOR IMMEDIATE RELEASE SEC Declares Form S-4 Effective for Proposed Merger o

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d575468d425.htm 425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Vote FOR the Merger of Fairmount Santrol / Unimin In December 2017, Fairmount Santrol a

FMSA / Fairmount Santrol Holdings Inc. DEFM14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

FMSA / Fairmount Santrol Holdings Inc. 10-K/A (Annual Report)

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FAIRMOUNT SANTROL HOLDINGS INC. (

FMSA / Fairmount Santrol Holdings Inc. CORRESP

CORRESP 1 filename1.htm April 20, 2018 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. John Reynolds Assistant Director Office of Beverages, Apparel and Mining Re: Fairmount Santrol Holdings Inc. Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2017 Filed April 16, 2018 File No. 001-36670 Dear Mr. Reyno

FMSA / Fairmount Santrol Holdings Inc. 10-K/A (Annual Report)

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FAIRMOUNT SANTROL HOLDINGS INC. (

FMSA / Fairmount Santrol Holdings Inc. CORRESP

CORRESP 1 filename1.htm April 16, 2018 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. John Reynolds Assistant Director Office of Beverages, Apparel and Mining Re: Fairmount Santrol Holdings Inc. Form 10-K for Fiscal Year Ended December 31, 2017 Filed March 13, 2018 File No. 001-36670 Dear Mr. Reynolds: We are filing

FMSA / Fairmount Santrol Holdings Inc. / SailingStone Capital Partners LLC - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d560493d425.htm 425 Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission File No. 001-36670) FOR IMMEDIATE RELEASE UNIMIN AND FAIRMOUNT SANTROL ANNOUNCE COMBINED COMPANY EXECUTIVE LEADERSHIP TEAM TO SERVE UPON COMPLETION

FMSA / Fairmount Santrol Holdings Inc. 425 (Prospectus)

425 1 d516667d425.htm 425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 FOR IMMEDIATE RELEASE UNIMIN AND FAIRMOUNT SANTROL ANNOUNCE COMBINED COMPANY EXECUTIVE

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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

EX-99.1 March 2018 A Compelling Strategic Transaction with Unimin Exhibit 99.1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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 Secur

Financial Statements and Exhibits, Other Events

8-K 1 d554995d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juris

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

425 1 d554995d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juris

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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

EX-99.1 March 2018 A Compelling Strategic Transaction with Unimin Exhibit 99.1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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 Secur

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporat

Federal Trade Commission Grants Early Termination of Hart-Scott-Rodino Waiting Period for Proposed Fairmount Santrol and Unimin Merger

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Federal Trade Commission Grants Early Termination of Hart-Scott-Rodino Waiting Period for Proposed Fairmount Santrol and Unimin Merger CHESTERLAND, Ohio, March 14, 2018 — Fairmount Santrol (NYSE:FMSA) today announced that it has received notice from the U.S. Federal Trade Commission that early termination of the waiting period under the Hart-Scott-Rodino

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporat

Federal Trade Commission Grants Early Termination of Hart-Scott-Rodino Waiting Period for Proposed Fairmount Santrol and Unimin Merger

EX-99.1 2 d489706dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Federal Trade Commission Grants Early Termination of Hart-Scott-Rodino Waiting Period for Proposed Fairmount Santrol and Unimin Merger CHESTERLAND, Ohio, March 14, 2018 — Fairmount Santrol (NYSE:FMSA) today announced that it has received notice from the U.S. Federal Trade Commission that early termination of the waiting period

Revolving Credit and Guaranty Agreement, dated as of November 1, 2017, by and among the Company, as borrower, the subsidiary borrowers from time to time party thereto, the financial institutions from time to time party thereto, and PNC Capital Markets LLC, as lead arranger, sole bookrunner and administrative agent.

EX-10.32 Exhibit 10.32 Execution Version REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of November 1, 2017 among FAIRMOUNT SANTROL INC., as a Borrower, FMSA INC., as Holdings, CERTAIN SUBSIDIARIES OF FAIRMOUNT SANTROL INC., as Borrowers, VARIOUS LENDERS, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, PNC CAPITAL MARKETS LLC, as Lead Arranger and Bookrunner $125,00

Consent of GZA GeoEnvironmental, Inc.

Exhibit 99.1 March 13, 2018 CONSENT OF: GZA GeoEnvironmental, Inc. The undersigned hereby consents to the references to our company’s name in the form and context in which they appear in the 2017 Annual Report on Form 10-K of Fairmount Santrol Holdings Inc. We also hereby consent to the filing of this letter as an exhibit to the 2017 Annual Report on Form 10-K of Fairmount Santrol Holdings Inc. We

Mine Safety Disclosure Exhibit

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

List of Subsidiaries of Fairmount Santrol Holdings Inc.

Exhibit 21.1 FAIRMOUNT SANTROL HOLDINGS INC. AND SUBSIDIARIES LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2017 Name of Subsidiary Jurisdiction of Organization Fairmount Santrol Holdings Inc. Delaware FMSA Inc. Delaware Fairmount Santrol Inc. Delaware Fairmount Minerals Sales de Mexico, S. de R.L. de C.V. Mexico Santrol de Mexico, S. de R.L. de C.V. Mexico Best Sand Corporation Ohio Best Sand of Pennsy

FMSA / Fairmount Santrol Holdings Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as

Term Loan Credit and Guaranty, dated as of November 1, 2017, by and among the Company, as borrower, the lenders from time to time party thereto, and Barclays Bank LC, as lead arranger, sole bookrunner and administrative agent.

EX-10.31 Exhibit 10.31 Execution Version TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of November 1, 2017 among FAIRMOUNT SANTROL INC., as Borrower, FMSA INC., as Holdings, CERTAIN SUBSIDIARIES OF FAIRMOUNT SANTROL INC., as Guarantors, VARIOUS LENDERS, BARCLAYS BANK PLC, as Sole Lead Arranger and Sole Bookrunner, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and PNC Capital

First Amendment to Lease Agreement

Exhibit 10.30 EXECUTION COPY FIRST AMENDMENT TO SAND LEASE AND RIGHTS AGREEMENT THIS FIRST AMENDMENT TO SAND LEASE AND RIGHTS AGREEMENT (this “Amendment”), is made and entered into effective as of this 31st day of October, 2017 (the “Effective Date”), by and between ESTATE OF LARRY LEONARD FERNANDES, DECEASED (“Estate”), WILLIAM DOUGLAS FERNANDES, JR. (“Will Fernandes”), KAREN LEE FERNANDES STONE

FMSA / Fairmount Santrol Holdings Inc. FORM 425 (Prospectus)

425 1 d463438d425.htm FORM 425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Fairmount Santrol Holdings Inc. Fourth-Quarter 2017 Conference Call March 8, 2018,

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d537329d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES FOURTH-QUARTER AND FULL-YEAR 2017 RESULTS FOURTH-QUARTER HIGHLIGHTS • Volumes of 3.4 million tons, with Proppant Solutions volumes of 2.8 million tons • Revenues of $273.9 million, with Proppant Solutions revenues of $245.2 million FULL-YEAR HIGHLIGHTS • Net income of $53.8 million, or $0.23 per diluted share • Full-year Adjust

FMSA / Fairmount Santrol Holdings Inc. 10-K/A (Annual Report)

10-K/A 1 fmsa-10ka20161231.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FA

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

FMSA / Fairmount Santrol Holdings Inc. / Point72 Asset Management, L.P. - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 f23731397a.htm AMENDMENT NO. 1 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* (Name of Issuer) Fairmount Santrol Holdings Inc. (Title of Cl

FMSA / Fairmount Santrol Holdings Inc. / VANGUARD GROUP INC Passive Investment

fairmountsantrolholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Fairmount Santrol Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 30555Q108 Date of Event Which Requires Filing of this Statement: December 31, 2017 Che

January 2018 Creating a Leader in Proppant and Industrial Materials Solutions Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject

January 2018 Creating a Leader in Proppant and Industrial Materials Solutions Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc.

Financial Statements and Exhibits, Other Events

8-K 1 d498794d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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

EX-99.1 2 d498794dex991.htm EX-99.1 January 2018 Creating a Leader in Proppant and Industrial Materials Solutions Exhibit 99.1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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 Exchang

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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

EX-99.1 January 2018 Creating a Leader in Proppant and Industrial Materials Solutions Exhibit 99.1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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, a

FMSA / Fairmount Santrol Holdings Inc. FORM 8-K (Prospectus)

425 1 d498794d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of December 21, 2017, is by and among SCR-Sibelco NV and Unimin Corporation (each a “Filer” and, collectively, the “Filers”).

Voting and Support Agreement, dated as of December 11, 2017, by and among Unimin Corporation, Merger Sub, Inc. and certain other Fairmount Santrol stockholders (incorporated by reference to Exhibit 2 to Unimin’s Schedule 13D filed with the SEC on December 21, 2017).

Exhibit 2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this Agreement), is dated as of December 11, 2017 (the Effective Date), by and among Unimin Corporation, a Delaware corporation (Parent), Bison Merger Sub, Inc.

FMSA / Fairmount Santrol Holdings Inc. / Unimin Corp - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FAIRMOUNT SANTROL HOLDINGS INC.

FAIRMOUNT SANTROL/UNIMIN MERGER Moderator: Jenniffer Deckard December 12, 2017 8:30 a.m. ET OPERATOR: This is Conference #7786038 Operator: Ladies and gentlemen, thank you for standing by. Welcome to today’s conference call and webcast announcing tha

Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc.

FMSA / Fairmount Santrol Holdings Inc. FORM 425 (Prospectus)

425 1 d480776d425.htm FORM 425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Fairmount Santrol/Unimin Merger Moderator: Jenniffer Deckard 12-12-17/8:30 a.m. ET

FMSA / Fairmount Santrol Holdings Inc. FORM 425 (Prospectus)

425 1 d485588d425.htm FORM 425 Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 FMSA / UNIMIN MERGER FAQs 1. What was announced today? • Today, we announced a def

FMSA / Fairmount Santrol Holdings Inc. FORM 425 (Prospectus)

Filed by Fairmount Santrol Holdings Inc. Commission File No. 001-36670 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. Commission File No. 001-36670 FAIRMOUNT SANTROL AND UNIMIN TO MERGE, CREATING A LEADER IN PROPPANT AND INDUSTRIAL MATERIALS SOLUTIONS December

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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

December 12, 2017 Fairmount Santrol and Unimin to Combine Creating a Leader in Proppant and Industrial Materials Solutions Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 FAIRMOUNT SANTR

425 1 d493261d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

Fairmount Santrol and Unimin to Merge, Creating a Leader in Proppant and Industrial Materials Solutions

Exhibit 99.1 FOR IMMEDIATE RELEASE Fairmount Santrol and Unimin to Merge, Creating a Leader in Proppant and Industrial Materials Solutions ? Combination launches a leader in serving the industrial and energy industries with an estimated 45 million tons of annual processing capacity ? A uniquely diversified business across end-markets and geographies, supported by high-quality assets, complementary

Agreement and Plan of Merger, dated as of December 11, 2017, by and among SCR-Sibelco NV, a privately-owned Belgian company, Unimin Corporation, a Delaware corporation, Bison Merger Sub, Inc., a Delaware corporation, Bison Merger Sub I, LLC, a Delaware limited liability company, and Fairmount Santrol Holding Inc., a Delaware corporation (incorporated by reference to Exhibit 2.1 to Fairmount Santrol’s Current Report on Form 8-K (File No. 001-36670) filed with the SEC on December 12, 2017).+

EX-2.1 2 d493261dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION SCR-SIBELCO NV UNIMIN CORPORATION BISON MERGER SUB, INC. BISON MERGER SUB I, LLC AND FAIRMOUNT SANTROL HOLDINGS INC. AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2017 EXECUTION VERSION TABLE OF CONTENTS Page ARTICLE I THE MERGER AND THE SECOND MERGER 3 Section 1.1 The Merger and the Second Merger 3 Section 1.2 Closing and Seco

Fairmount Santrol and Unimin to Merge, Creating a Leader in Proppant and Industrial Materials Solutions

Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc.

December 12, 2017 Fairmount Santrol and Unimin to Combine Creating a Leader in Proppant and Industrial Materials Solutions Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 unde

December 12, 2017 Fairmount Santrol and Unimin to Combine Creating a Leader in Proppant and Industrial Materials Solutions Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc.

Filed by Unimin Corporation

425 1 d493851d425.htm 425 Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission File No. 001-36670) Employee FAQs 1. What was announced today? Today we announced a definitive agreement regarding the merger of Unimin Corporation

www.sibelco.com | Phone +32 3 223 66 11 | Email [email protected] Sibelco NV Plantin en Moretuslei 1a, B-2018 Antwerpen, België RPR Antwerpen 0404 679 941 | BTW BE 404 679 941 | ING BE38 3200 0042 7072 | BIC CODE BBRUBEBB

Filed by SCR-Sibelco NV Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d493261d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

Agreement and Plan of Merger, dated as of December 11, 2017, by and among Fairmount Santrol Holdings Inc., SCR-Sibelco NV, Unimin Corporation, Bison Merger Sub, Inc., and Bison Merger Sub I, LLC

EX-2.1 2 d493261dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION SCR-SIBELCO NV UNIMIN CORPORATION BISON MERGER SUB, INC. BISON MERGER SUB I, LLC AND FAIRMOUNT SANTROL HOLDINGS INC. AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2017 EXECUTION VERSION TABLE OF CONTENTS Page ARTICLE I THE MERGER AND THE SECOND MERGER 3 Section 1.1 The Merger and the Second Merger 3 Section 1.2 Closing and Seco

Fairmount Santrol and Unimin to Merge, Creating a Leader in Proppant and Industrial Materials Solutions

Exhibit 99.1 FOR IMMEDIATE RELEASE Fairmount Santrol and Unimin to Merge, Creating a Leader in Proppant and Industrial Materials Solutions ? Combination launches a leader in serving the industrial and energy industries with an estimated 45 million tons of annual processing capacity ? A uniquely diversified business across end-markets and geographies, supported by high-quality assets, complementary

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This communication 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

December 12, 2017 Fairmount Santrol and Unimin to Combine Creating a Leader in Proppant and Industrial Materials Solutions Exhibit 99.

Unimin Corporation 258 Elm St, New Canaan, CT 06840

425 1 d493963d425.htm 425 Filed by Unimin Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fairmount Santrol Holdings Inc. (Commission File No. 001-36670) December 12, 2017 Dear Colleagues We are excited to announce the merger of Unimin Corporation with Fairmount Santrol, a leading

Mine Safety Disclosure Exhibit

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 fmsa-10q20170930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

Lease Agreement, dated as of July 18, 2017, for real property located in Winkler County, Texas.

Exhibit 10.1 EXECUTION COPY Sand Lease and Rights Agreement This Sand Lease and Rights Agreement (this "Lease") is entered into effective this 18th day of July, 2017 (the ?Effective Date?), by and between the ESTATE OF LARRY LEONARD FERNANDES, DECEASED (?Estate?), WILLIAM DOUGLAS FERNANDES, JR. (?Will Fernandes?), KAREN LEE FERNANDES STONE (?Karen Lee Fernandes Stone?), HALLIE ANN FERNANDES NESOM

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d471843d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

1

EX-99.1 Exhibit 99.1 FAIRMOUNT SANTROL COMPLETES DEBT REFINANCING WITH A NEW $700 MILLION, 5-YEAR TERM LOAN FACILITY AND SECURES A NEW $125 MILLION, 5-YEAR REVOLVING CREDIT FACILITY 11/01/2017 CHESTERLAND, Ohio, Nov. 01, 2017 (GLOBE NEWSWIRE) ? Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based product solutions, today announced it entered into a new Term Loa

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d486861d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

(in thousands, except per share

Exhibit 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES THIRD-QUARTER 2017 RESULTS ? Volumes of 3.4 million tons up 5% sequentially, with Proppant Solutions volumes of 2.8 million tons up 9% sequentially ? Revenues of $280.1 million up 20% sequentially, with Proppant Solutions revenue growth of 26% sequentially ? Net income of $34.9 million or $0.15 per diluted share ? Adjusted

Submission of Matters to a Vote of Security Holders

8-K/A 1 d419612d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 to CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (St

Mine Safety Disclosure Exhibit

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 fmsa-10q20170630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d426454d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisd

(in thousands, except volume amounts)

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES SECOND-QUARTER 2017 RESULTS ? Volumes of 3.3 million tons up 22% sequentially, including Proppant Solutions volumes of 2.6 million tons up 24% sequentially ? Revenues of $233.2 million up 35% sequentially, with over 40% growth in Proppant Solutions revenues and solid 9% growth in Industrial and Recreational revenues ? Net incom

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES SIGNING OF LONG-TERM LEASE FOR DEVELOPMENT OF PERMIAN BASIN SAND FACILITY IN TEXAS • 40-year lease for approximately 165 million tons of fine-grade reserves • Construction of mining facility expected to be complete by second-quarter 2018 with annual production capacity of approximately 3 million tons • Total leasehold interest

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d428954d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

FMSA Kermit Presentation

EX-99.2 FMSA Kermit Presentation JULY 2017 Exhibit 99.2 1 Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. These statements discuss future expectations including company growth expec

Fairmount Santrol Holdings FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File Number 001-36670 A. Full title

Fairmount Santrol Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation

Investor Presentation

EX-99.1 Investor Presentation MAY 2017 Exhibit 99.1 1 Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including ?will,? ?may,? ?believe,? ?expect,? ?anticipate,? ?estimate,? ?continue,? or other similar words. These statements discuss future expectations including company growth expectati

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d384503d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdic

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d373191d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction (

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES FIRST-QUARTER 2017 RESULTS ? Volumes of 2.7 million tons up 10% sequentially, including Proppant Solutions volumes of 2.1 million tons up 13% sequentially ? Raw proppant sand volumes of 1.9 million tons up 10% sequentially, and coated proppant volumes of 161,000 tons up 59% sequentially ? Revenues of $172.6 million up 23% seque

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36670 FAIRMOUNT

MINE SAFETY DISCLOSURES

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

JOINT FILING AGREEMENT

EX-99.1 2 f20852783b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal

FMSA / Fairmount Santrol Holdings Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FAIRMOUNT SANTROL HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 30555Q108 (CUSIP Number) April 28, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Fairmount Santrol Holdings Inc. 2014 Long Term Incentive Plan, as amended, which is incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 6, 2017 (File No. 001-36670).

DEF 14A 1 d293553ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the app

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d364496d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 21, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisd

Investor Presentation

EX-99.1 Investor Presentation MARCH 2017 Exhibit 99.1 1 Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including ?will,? ?may,? ?believe,? ?expect,? ?anticipate,? ?estimate,? ?continue,? or other similar words. These statements discuss future expectations including company growth expecta

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d358933d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 2017 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES FOURTH-QUARTER AND FULL-YEAR 2016 RESULTS FOURTH-QUARTER HIGHLIGHTS ? Volumes of 2.4 million tons similar to the prior quarter, including Proppant Solutions volumes of 1.8 million tons up 5% sequentially ? Revenues of $140.5 million up 4% sequentially, including Proppant Solutions revenues of $113.4 million up 10% sequentially

AMENDMENT NO. 1 TO THE FMSA HOLDINGS INC. 2014 LONG TERM INCENTIVE PLAN

Exhibit 10.37 AMENDMENT NO. 1 TO THE FMSA HOLDINGS INC. 2014 LONG TERM INCENTIVE PLAN THIS AMENDMENT NO. 1 to the FMSA Holdings Inc. 2014 Long Term Incentive Plan is hereby adopted and made on this 1st day of February, 2017, by Fairmount Santrol Holdings Inc. (the ?Company?). WITNESSETH: WHEREAS, the Board of Directors of the Company (the ?Board?) adopted the FMSA Holdings Inc. 2014 Long Term Ince

FAIRMOUNT SANTROL HOLDINGS INC. AND SUBSIDIARIES LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2016

Exhibit 21.1 FAIRMOUNT SANTROL HOLDINGS INC. AND SUBSIDIARIES LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2016 Name of Subsidiary Jurisdiction of Organization Fairmount Santrol Holdings Inc. Delaware FMSA Inc. Delaware Fairmount Santrol Inc. Delaware Fairmount Minerals Sales de Mexico, S. de R.L. de C.V. Delaware Santrol de Mexico, S. de R.L. de C.V. Mexico Santrol Australia Pty. Ltd. Mexico Best Sand

SECOND OMNIBUS AMENDMENT

EX-10.31 2 fmsa-ex10311107.htm EX-10.31 Exhibit 10.31 SECOND OMNIBUS AMENDMENT THIS SECOND OMNIBUS AMENDMENT (this “Amendment”) effective as of September 9, 2016, by and among SELF-SUSPENDING PROPPANT LLC, a Delaware limited liability company (the “Company”), FAIRMOUNT SANTROL INC. (f/k/a Fairmount Minerals, Ltd.), a Delaware corporation (“Buyer”), SOANE ENERGY LLC, a Delaware limited liability co

March 9, 2017

Exhibit 99.1 March 9, 2017 CONSENT OF: GZA GeoEnvironmental, Inc. The undersigned hereby consents to the references to our company?s name in the form and context in which they appear in the 2016 Annual Report on Form 10-K of Fairmount Santrol Holdings Inc. (?FMSA?). We also hereby consent to the filing of this letter as an exhibit to the 2016 Annual Report on Form 10-K of FMSA. We hereby further c

MINE SAFETY DISCLOSURES

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 fmsa-10k20161231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FAIRMOUNT SANTROL HOLDINGS

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

FMSA / Fairmount Santrol Holdings Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G/A, AMENDMENT #2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FAIRMOUNT SANTROL HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 30555Q108 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

FMSA / Fairmount Santrol Holdings Inc. / ASP FML Holdings, LLC - ASP FML HOLDINGS, LLC SC 13GA 12-31-2016 (FMSA HOLDINGS, INC) Passive Investment

SC 13G/A 1 formsc13ga.htm ASP FML HOLDINGS, LLC SC 13GA 12-31-2016 (FMSA HOLDINGS, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FMSA Holdings, Inc. (Name of Issuer) Common Stock $0.01 par value per share (Title of Class of Securities) 30255X106 (CUSIP Number) December 31, 2016 (Date of Event W

FMSA / Fairmount Santrol Holdings Inc. / VANGUARD GROUP INC Passive Investment

SC 13G 1 fairmountsantrolholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Fairmount Santrol Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 30555Q108 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate

Fairmount Santrol Holdings SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 v458295sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FMSA Holding Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 30255X 10 6 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the

Fairmount Santrol Holdings ESP

CORRESP 1 filename1.htm December 22, 2016 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Joel Parker Senior Assistant Chief Accountant Re: Fairmount Santrol Holdings Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 15, 2016 Form 10-Q for Fiscal Quarter Ended September 30, 2016 Filed November 3, 2016

Fairmount Santrol Holdings ESP

CORRESP 1 filename1.htm December 16, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Joel Parker Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining Re: Fairmount Santrol Holdings Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 15, 2016 Form 10-Q for Fiscal Quarter En

FMSA / Fairmount Santrol Holdings Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G/A, #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FAIRMOUNT SANTROL HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 30555Q108 (CUSIP Number) November 11, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

FMSA / Fairmount Santrol Holdings Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 p18856130a.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FAIRMOUNT SANTROL HOLDINGS INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 30555Q108 (CUSIP Number) December 7, 2016 (Date of Event which Requires Filing of this Statement)

JOINT FILING AGREEMENT

EX-99.1 2 p18856130b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal

FAIRMOUNT SANTROL ANNOUNCES UPSIZE AND PRICING OF SECONDARY COMMON STOCK OFFERING

EX-99.1 4 d306725dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES UPSIZE AND PRICING OF SECONDARY COMMON STOCK OFFERING CHESTERLAND, Ohio – December 1, 2016 – Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced the pricing of an upsized secondary public offering of 20,000,000 shares of its common stock

20,000,000 FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version 20,000,000 FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT December 1, 2016 December 1, 2016 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The shareholder of Fairmount Santrol Holdings Inc., a Delaware corporation (the ?Company?), named in Schedule I hereto (the ?Selling Shar

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d306725d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

Fairmount Santrol Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorpora

Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or othe

EX-99.1 Investor Presentation December 2016 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. These statements discuss future expectations including company growth expect

20,000,000 Shares Fairmount Santrol Holdings Inc. COMMON STOCK

Form 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-214867 PROSPECTUS SUPPLEMENT (To Prospectus dated December 1, 2016) 20,000,000 Shares Fairmount Santrol Holdings Inc. COMMON STOCK The selling security holder identified in this prospectus supplement is offering to sell 20,000,000 shares of common stock of Fairmount Santrol Holdings Inc. to the underwriter named bel

FAIRMOUNT SANTROL ANNOUNCES SECONDARY COMMON STOCK OFFERING

Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES SECONDARY COMMON STOCK OFFERING CHESTERLAND, Ohio – December 1, 2016 – Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced that its principal stockholder, ASP FML Holdings, LLC (the “Selling Stockholder”), an affiliate of American Securities LLC, a leading U.S. private equ

Financial Statements and Exhibits, Other Events

8-K 1 d308101d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

Free Writing Prospectus Filed Pursuant to Rule 433

FWP 1 d302054dfwp.htm FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-214867 Dated December 1, 2016 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES SECONDARY COMMON STOCK OFFERING CHESTERLAND, Ohio – December 1, 2016 – Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced that its principal stockh

EXHIBIT 12

EX-12 5 d302054dex12.htm EX-12 EXHIBIT 12 Fairmount Santrol Holdings Inc. (FMSA) Ratio of Earnings to Fixed Charges Dollars in Thousands Year Ended December 31, Nine Months Ended September 30, 2016 2011 2012 2013 2014 2015 Fixed charges(A) Interest expense $ 58,252 $ 50,099 $ 65,160 $ 54,157 $ 54,415 $ 45,089 Capitalized interest 1,623 2,654 2,540 6,765 4,903 1,316 Amortization of deferred financi

Fairmount Santrol Holdings S-3ASR

S-3ASR 1 d302054ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on December 1, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 34-1831554 (State or

Fairmount Santrol Holdings Inc., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Dated as of December 1, 2016 DEBT SECURITIES Fairmount Santrol Holdings Inc. Debt Securities Cross Reference Sheet1 This Cross Reference Sheet shows the

EX-4.1 Exhibit 4.1 Fairmount Santrol Holdings Inc., Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of December 1, 2016 DEBT SECURITIES Fairmount Santrol Holdings Inc. Debt Securities Cross Reference Sheet1 This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310 - 318(a), inclusive, of the Trust Inden

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25 Exhibit 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter)

Other Events

8-K 1 d298857d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

Financial Statements and Exhibits, Other Events

8-K 1 d297189d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 29, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jur

FAIRMOUNT SANTROL ANNOUNCES DEBT REPURCHASE

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES DEBT REPURCHASE CHESTERLAND, Ohio ? November 29, 2016 ? Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced that it has repurchased $213.0 million of term loans outstanding under its existing credit agreement at a discount through a Dutch auction. The Company repur

FAIRMOUNT SANTROL ANNOUNCES DEBT PREPAYMENT

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES DEBT PREPAYMENT CHESTERLAND, Ohio ? November 17, 2016 ? Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced that it has prepaid approximately $86.4 million of term loans outstanding under its existing credit agreement. The Company has elected to fully prepay the $1

Financial Statements and Exhibits, Other Events

8-K 1 d205155d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jur

Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or othe

EX-99.1 Investor Presentation November 2016 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including ?will,? ?may,? ?believe,? ?expect,? ?anticipate,? ?estimate,? ?continue,? or other similar words. These statements discuss future expectations including company growth expect

Fairmount Santrol Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorpor

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES THIRD-QUARTER 2016 RESULTS ? Total volumes of 2.4 million tons up 24% sequentially ? Revenues of $134.8 million up 18% sequentially ? Net loss of $20.6 million, including the pre-tax impact of $9.8 million in fees ($6.4 million after tax) from renegotiation of railcar contracts ? Completed common stock offering of 30.25 million

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d285723d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

OMNIBUS AMENDMENT OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS INC. 2010 STOCK OPTION PLAN

EX-10.2 3 d253033dex102.htm EX-10.2 Exhibit 10.2 OMNIBUS AMENDMENT TO OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS INC. 2010 STOCK OPTION PLAN THIS OMNIBUS AMENDMENT is made this 28th day of October, 2016, by Fairmount Santrol Holdings Inc. (the “Company”). WITNESSETH: WHEREAS, from time to time the Company has granted stock options under the FMSA Holdings Inc. 2010 Stock Option Plan, a

MINE SAFETY DISCLOSURES

EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety an

AMENDED AND RESTATED OMNIBUS AMENDMENT OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS INC. 2014 LONG TERM INCENTIVE PLAN

EX-10.3 Exhibit 10.3 AMENDED AND RESTATED OMNIBUS AMENDMENT TO OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS INC. 2014 LONG TERM INCENTIVE PLAN THIS AMENDED AND RESTATED OMNIBUS AMENDMENT is made this 28th day of October, 2016, by Fairmount Santrol Holdings Inc. (the “Company”). WITNESSETH: WHEREAS, from time to time the Company has granted stock options under the FMSA Holdings Inc. 2014

OMNIBUS AMENDMENT OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS INC. 2006 LONG TERM INCENTIVE COMPENSATION PLAN

EX-10.1 Exhibit 10.1 OMNIBUS AMENDMENT TO OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS INC. 2006 LONG TERM INCENTIVE COMPENSATION PLAN THIS OMNIBUS AMENDMENT is made this 28th day of October, 2016, by Fairmount Santrol Holdings Inc. (the “Company”). WITNESSETH: WHEREAS, from time to time the Company has granted stock options under the FMSA Holdings Inc. 2006 Long Term Incentive Compensa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d253033d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

Fairmount Santrol Holdings ESP

CORRESP 1 filename1.htm November 2, 2016 Mr. Joel Parker Senior Assistant Chief Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Fairmount Santrol Holdings Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 15, 2016 File No. 001-36670 Dear Mr. Parker: We are filing this letter in response to comments re

Fairmount Santrol Prices Public Offering of Common Stock

EX-99.2 5 d270391dex992.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Fairmount Santrol Prices Public Offering of Common Stock CHESTERLAND, Ohio, October 19, 2016 (GLOBE NEWSWIRE) — Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced the pricing of its underwritten public offering of 30,250,000 shares of Fairmount Santrol common stoc

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (Co

Fairmount Santrol Announces Proposed Offering of Common Stock

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Fairmount Santrol Announces Proposed Offering of Common Stock CHESTERLAND, Ohio, October 19, 2016 (GLOBE NEWSWIRE) — Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced that it has commenced an underwritten public offering of 28,000,000 shares of Fairmount Santrol common stock. The underwrite

30,250,000 FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT

EX-1.1 2 d270391dex11.htm EX-1.1 Exhibit 1.1 Execution Version 30,250,000 FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT October 19, 2016 October 19, 2016 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Fairmount Santrol Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan S

Fairmount Santrol Holdings ESP

October 24, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

30,250,000 Shares Fairmount Santrol Holdings Inc. COMMON STOCK

424B2 1 d275786d424b2.htm FORM 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-212360 PROSPECTUS SUPPLEMENT (To Prospectus dated July 14, 2016) 30,250,000 Shares Fairmount Santrol Holdings Inc. COMMON STOCK Fairmount Santrol Holdings Inc. is offering for sale 30,250,000 shares of its common stock. The underwriter has agreed to purchase our common stock from us at a pr

Subject to Completion, dated October 19, 2016

Form 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-212360 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell t

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES PRELIMINARY THIRD-QUARTER 2016 RESULTS Company intends to release full quarterly financial results on November 3, 2016 ? Total volumes approximated 2.4M tons, a more than 20% increase over second quarter 2016 ? EPS loss of $(0.11) to $(0.13), which has not been adjusted for $10M, or $0.04 per diluted share, of railcar restructu

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d227281d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or othe

EX-99.1 2 d251845dex991.htm EX-99.1 Investor Presentation September 2016 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. These statements discuss future expectations in

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d251845d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 19, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other ju

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EX-99.1 2 d181076dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES SECOND-QUARTER 2016 RESULTS • Total volumes of 2.0 million tons down 8% sequentially • Revenues of $114 million down 21% sequentially • Net loss of $88 million, including the after-tax impact of $70 million from asset impairments, inventory write-downs, stock compensation expense and other charges •

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d181076d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisd

MINE SAFETY DISCLOSURES

EX-95.1 7 d209567dex951.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated unde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OMNIBUS AMENDMENT

EX-10.3 2 d209567dex103.htm EX-10.3 Exhibit 10.3 OMNIBUS AMENDMENT THIS OMNIBUS AMENDMENT (this “Amendment”) is entered as of May 20, 2016, by and among SOANE ENERGY LLC, a Delaware limited liability company (“Seller”), FAIRMOUNT SANTROL INC. (f/k/a Fairmount Minerals, Ltd.), a Delaware corporation (“Buyer”), SELF-SUSPENDING PROPPANT LLC, a Delaware limited liability company (the “Company”), SOANE

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EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL PRICES PUBLIC OFFERING OF COMMON STOCK CHESTERLAND, Ohio ? July 20, 2016 ? Fairmount Santrol (NYSE: FMSA), a leading provider of high-performance sand and sand-based products, today announced the pricing of its underwritten public offering of 25,000,000 shares of Fairmount Santrol common stock for total gross proceeds of approximately $1

25,000,000 Shares FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT

EX-1.1 2 d206356dex11.htm EX-1.1 Exhibit 1.1 Execution Version 25,000,000 Shares FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT July 20, 2016 July 20, 2016 To the Managers named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: Fairmount Santrol Holdings Inc., a Delaware corporation (the “Company”), proposes

Fairmount Santrol Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 20, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporatio

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EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES PROPOSED OFFERING OF COMMON STOCK CHESTERLAND, Ohio – July 20, 2016 – Fairmount Santrol (NYSE: FMSA), a leading provider of high-performance sand and sand-based products, today announced that it has commenced an underwritten public offering of 25,000,000 shares of Fairmount Santrol common stock. The underwriters will be granted

25,000,000 Shares Fairmount Santrol Holdings Inc. COMMON STOCK

Form 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-212360 PROSPECTUS SUPPLEMENT (To Prospectus dated July 14, 2016) 25,000,000 Shares Fairmount Santrol Holdings Inc. COMMON STOCK Fairmount Santrol Holdings Inc. is offering for sale 25,000,000 shares of its common stock. The underwriters have agreed to purchase our common stock from us at a price of $5.63 per share,

Subject to Completion, dated July 20, 2016

424B2 1 d205272d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-212360 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are n

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EX-99.1 2 d226799dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES PRELIMINARY SECOND-QUARTER 2016 RESULTS Company expects to release full quarterly financial results on August 4, 2016 CHESTERLAND, Ohio – July 14, 2016 – Fairmount Santrol (NYSE:FMSA), a leading provider of high-performance sand and sand-based products, today announced preliminary financial results f

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (Commi

Fairmount Santrol Holdings ESP

[Fairmount Santrol Holdings Inc. Letterhead] July 14, 2016 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-0405 Re: Request for Acceleration Fairmount Santrol Holdings Inc. Registration Statement on Form S-3 File No. 333-212360 Fairmount Santrol Holdings Inc. (the “Company”) respectfully requests under Rule 461(a) of the S

Fairmount Santrol Holdings FORM S-3

S-3 1 d389878ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on June 30, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 34-1831554 (State or other

Fairmount Santrol Holdings FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fairmount Santrol Holdings 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FAIRMOUNT SANTROL HOLDINGS INC. (Exact n

Forward-Looking Statements and Non-GAAP Financial Measures This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,”

EX-99.1 Fairmount Santrol Analyst/Investor Day NYSE: FMSA Wedron, Illinois May 19, 2016 Exhibit 99.1 Forward-Looking Statements and Non-GAAP Financial Measures This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including ?will,? ?may,? ?believe,? ?expect,? ?anticipate,? ?estimate,? ?continue,? or other similar words.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d126894d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 18, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdic

Fairmount Santrol Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation)

(in thousands, except per share

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES FIRST-QUARTER 2016 RESULTS • Compared to fourth-quarter 2015, total Company volumes were up 10%, with Proppant Solutions volumes up 12% and Industrial & Recreational volumes up 6% • 71% of Northern White frac sand volumes shipped via unit train • Revenues of $145.5 million up 8% sequentially • Net loss of $11.8 million, with Ad

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d178530d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

FAIRMOUNT SANTROL HOLDINGS INC. Severance Agreement

EX-10.1 2 d172121dex101.htm EX-10.1 Exhibit 10.1 FAIRMOUNT SANTROL HOLDINGS INC. Severance Agreement THIS SEVERANCE AGREEMENT (this “Agreement”) is made and effective as of the 6th day of May, 2016 (the “Effective Date”), by and between Fairmount Santrol Holdings Inc., a Delaware corporation, and any successors thereto (“Fairmount”), and Michael F. Biehl (“Executive”). WITNESSETH: WHEREAS, Executi

MINE SAFETY DISCLOSURES

EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety an

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

EX-10.1 2 d163706dex101.htm EX-10.1 Exhibit 10.1 Execution Version SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of April 28, 2016 among FAIRMOUNT SANTROL INC. (f/k/a FAIRMOUNT MINERALS, LTD.), a Delaware corporation (the “U.S. Borrower” or the “Borrower Represen

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 20, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (Comm

Forward-Looking Statements and Non-GAAP Financial Measures This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “believe,” “expect,” “anticipate,”

EX-99.1 Investor Presentation April 2016 Exhibit 99.1 Forward-Looking Statements and Non-GAAP Financial Measures This presentation contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including ?will,? ?may,? ?believe,? ?expect,? ?anticipate,? ?estimate,? ?continue,? or other similar words. These statements discuss future expectations in

Fairmount Santrol Holdings DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

MINE SAFETY DISCLOSURES

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

FAIRMOUNT SANTROL HOLDINGS INC. AND SUBSIDIARIES LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2015 Name of Subsidiary Jurisdiction of Organization Fairmount Santrol Holdings Inc. Delaware FMSA Inc. Delaware Fairmount Santrol Inc. Delaware Fairmount Minera

Exhibit 21.1 FAIRMOUNT SANTROL HOLDINGS INC. AND SUBSIDIARIES LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2015 Name of Subsidiary Jurisdiction of Organization Fairmount Santrol Holdings Inc. Delaware FMSA Inc. Delaware Fairmount Santrol Inc. Delaware Fairmount Minerals Sales de Mexico, S. de R.L. de C.V. Delaware Santrol de Mexico, S. de R.L. de C.V. Mexico Santrol Australia Pty. Ltd. Mexico Best Sand

SEPARATION AGREEMENT

Exhibit 10.30 SEPARATION AGREEMENT VAN SMITH (?Employee?) and FAIRMOUNT SANTROL, INC. with its principal place of business at 8834 Mayfield Road, Chesterland, Ohio 44024, (the ?Company?), in exchange for their mutual covenants and obligations set forth herein, hereby agree as follows: 1. Separation. Employee?s employment with the Company shall cease effective at the close of business on December 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d121619d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36670 FAIRMOUNT SANT

March 10, 2016

Exhibit 99.1 March 10, 2016 CONSENT OF: GZA GeoEnvironmental, Inc. The undersigned hereby consents to the references to our company?s name in the form and context in which they appear in the 2015 Annual Report on Form 10-K of Fairmount Santrol Holdings Inc. (?FMSA?). We also hereby consent to the filing of this letter as an exhibit to the 2015 Annual Report on Form 10-K of FMSA. We hereby further

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d130874d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisd

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES FOURTH-QUARTER AND FULL-YEAR 2015 RESULTS • Fourth-quarter 2015 total company volumes down 5% sequentially, I&R volumes down 3% sequentially and Proppant Solutions volumes down 7% sequentially – with frac sand volumes down 4% sequentially and coated proppant volumes down 26% sequentially • 75% of fourth-quarter Northern White f

FAIRMOUNT SANTROL ANNOUNCES MICHAEL F. BIEHL WILL JOIN THE COMPANY AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES MICHAEL F. BIEHL WILL JOIN THE COMPANY AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CHESTERLAND, Ohio, March 3, 2016 – Fairmount Santrol (NYSE: FMSA) today announced Michael F. Biehl will join the Company as Executive Vice President and Chief Financial Officer. Mr. Biehl will join Fairmount Santrol from Chart Industr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d142928d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2016 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (C

Fairmount Santrol Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorpor

AMENDMENT NO. 1 TO THE INTERESTS PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO THE INTERESTS PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO THE INTERESTS PURCHASE AGREEMENT (this ?Amendment?) is entered as of December 17, 2015, by and among SOANE ENERGY LLC, a Delaware limited liability company (?Seller?), FAIRMOUNT SANTROL INC. (f/k/a Fairmount Minerals, Ltd.), a Delaware corporation (?Buyer?), and SELF-SUSPENDING PROPPANT LLC, a Delaware

Fairmount Santrol Holdings ESP

CORRESP December 18, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d71217d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 16, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

Fairmount Santrol Holdings Inc. Executive Change in Control Severance Plan ARTICLE I

EX-10.1 2 d71217dex101.htm EX-10.1 Exhibit 10.1 Fairmount Santrol Holdings Inc. Executive Change in Control Severance Plan ARTICLE I PURPOSE This Executive Change in Control Severance Plan (the “Plan”) has been established by the Company on January 1, 2015 (the “Effective Date”) to provide Participants with the opportunity to receive severance protections in connection with a Change in Control of

OMNIBUS AMENDMENT OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS, INC. 2014 LONG TERM INCENTIVE PLAN

EX-10.2 Exhibit 10.2 OMNIBUS AMENDMENT TO OUTSTANDING STOCK OPTION AGREEMENTS UNDER FMSA HOLDINGS, INC. 2014 LONG TERM INCENTIVE PLAN THIS OMNIBUS AMENDMENT is made this 10th day of December, 2015, by Fairmount Santrol Holdings Inc. (f/k/a FMSA Holdings Inc.) (the ?Company?). WITNESSETH: WHEREAS, from time to time the Company has granted stock options under the FMSA Holdings, Inc. 2014 Long Term I

OMNIBUS AMENDMENT OUTSTANDING RESTRICTED STOCK UNIT AGREEMENTS UNDER FMSA HOLDINGS, INC. 2014 LONG TERM INCENTIVE PLAN

EX-10.3 Exhibit 10.3 OMNIBUS AMENDMENT TO OUTSTANDING RESTRICTED STOCK UNIT AGREEMENTS UNDER FMSA HOLDINGS, INC. 2014 LONG TERM INCENTIVE PLAN THIS OMNIBUS AMENDMENT is made this 10th day of December, 2015, by Fairmount Santrol Holdings Inc. (f/k/a FMSA Holdings Inc.) (the ?Company?). WITNESSETH: WHEREAS, from time to time the Company has granted restricted stock units under the FMSA Holdings, Inc

Fairmount Santrol Holdings ESP

CORRESP 1 filename1.htm December 8, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining Re: Fairmount Santrol Holdings Inc. Form 10-K for the Year Ended December 31, 2014 Filed March 31, 2015 File No. 001-36670 Dear Ms. Jenk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

MINE SAFETY DISCLOSURES

Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d34131d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other juri

1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES THIRD-QUARTER 2015 RESULTS ? Total Company volumes down 9% sequentially, Proppant Solutions volumes down 8% sequentially, with frac sand volumes down 6% and coated proppant volumes down 25% sequentially ? Total revenue of $171.0 million, down 23% sequentially ? Net loss of $46.2 million, or $(0.29) per diluted share, including

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 13, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (Co

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

EX-10.1 2 d75644dex101.htm EX-10.1 Exhibit 10.1 Execution Version FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of September 30, 2015 among FAIRMOUNT SANTROL INC. (f/k/a FAIRMOUNT MINERALS, LTD.), a Delaware corporation (the “U.S. Borrower”), certain subsidiaries

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisdiction of incorporation) (

FAIRMOUNT SANTROL ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER CHESTERLAND, Ohio, September 23, 2015 – Fairmount Santrol (NYSE:FMSA) today announced that Christopher L. Nagel will leave his position as Chief Financial Officer and Executive Vice President of Finance effective October 20, 2015, in order to pursue an opportunity in the consumer products in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d70860d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 21, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d10943d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisd

MINE SAFETY DISCLOSURES

EX-95.1 6 d30038dex951.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURES The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d56001d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2015 FAIRMOUNT SANTROL HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-36670 34-1831554 (State or other jurisd

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EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FAIRMOUNT SANTROL ANNOUNCES SECOND-QUARTER 2015 RESULTS ? Total Company volumes down 4% sequentially, Proppant Solutions volumes down 10% sequentially, with frac sand volumes down 7% sequentially ? Total revenue of $221.3 million, down 27% sequentially ? Total Adjusted EBITDA of $36.5 million, down 51% sequentially ? Net income of $14.1 million, or $0.08