Unimin Corporation entered into an agreement and plan of merger to acquire Fairmount Santrol Holdings Inc. (NYSE:FMSA) on December 11, 2017. Under the terms of the merger agreement, at the closing of the transaction, Fairmount shareholders, including equity award holders, will receive $170 million in cash, or approximately $0.74 per share based on Fairmount’s current diluted share count, and will own 35% of the combined company, with Sibelco owning the remaining 65%. The exchange ratio is 0.20. For purposes of estimating the stock consideration to which each Fairmount Santrol stockholder will be entitled at the effective time of the merger (the “effective time”), for every five whole shares of Fairmount Santrol common stock owned as of the effective time, such stockholder would receive one whole share of combined company common stock. At the effective time, the combined company estimates that it will have outstanding or reserved for issuance approximately 134.3 million shares of common stock, of which approximately 35% will be issued to Fairmount Santrol stockholders (or reserved for issuance for holders of Fairmount Santrol equity awards) as the Stock Consideration, and no shares of preferred stock. The transaction is subject to adjustment. Each option holder of Fairmount will be converted into an option exercisable for that number of shares of Unimin common stock equal to the product of number of shares of Fairmount common stock for which such Fairmount Option was exercisable multiplied by exchange ratio. Each RSU award of Fairmount will be converted into Unimin restricted share unit award. Each PSU award of Fairmount will be converted into a Unimin restricted share unit award. Prior to the consummation of the mergers, Unimin will divest its high purity quartz business to Sibelco by means of a distribution in exchange for redemption of capital stock of Unimin held by Sibelco. In connection with the transaction, Unimin has secured Term Loan B fully committed financing of $1.65 billion and a revolving credit facility in the amount of $200 million from Barclays Bank PLC and BNP Paribas to refinance both companies’ outstanding debt obligations and certain transaction expenses. Unimin and Fairmount have highly recognizable and well respected names, and the name of the combined company will be determined before the closing of the transaction. Fairmount will pay Unimin a termination fee equal to $52 million to Unimin in case Fairmount terminates the transaction. Unimin will pay a termination fee of $52 million to Fairmount if the merger agreement is terminated because Unimin fails to consummate the transaction. Upon closing, the combined company’s Board of Directors is expected to comprise 11 members, six of whom will be recommended by Sibelco and four of whom will be recommended by Fairmount. Gerald Clancey will serve as Executive Vice President and Chief Commercial Officer of the combined company and will lead the commercial operations for the combined company. Campbell Jones will serve as Executive Vice President and Chief Operating Officer of the combined company, and will be responsible for leading the combined company's operations, engineering and supply chain functions. Andrew Eich will serve as Executive Vice President and Chief Financial Officer of the combined company, and will be responsible for the combined company's finance and accounting functions. Brian Richardson will serve as Executive Vice President and Chief Administrative Officer of the combined company, and will lead the human resources, information technology, sustainable development and other corporate functions. Sibelco has the right to nominate the independent Chairman of the combined company. Concurrent with closing, the combined company intends to list its shares on the New York Stock Exchange, while Fairmount will be delisted from the New York Stock Exchange. The new company, which will list on the New York Stock Exchange, will combine the two organizations’ strong product portfolios and asset footprints. As of May 7, 2018, Fairmount and Unimin announced that following the close of their proposed merger, the combined company will be known as Covia Holdings Corporation and will trade on the New York Stock Exchange under the ticker symbol "CVIA". In addition, the number of Covia Board members has increased from 11 directors to 13. The companies have named four additional, independent directors, including Chairman Richard Navarre, to complete the 13-member board. Jenniffer Deckard, President and Chief Executive Officer of Fairmount Santrol will serve as President and Chief Executive Officer of Covia. Seven Directors selected by Unimin include Richard Navarre (who will be the Chairman of the Covia Board), Kurt Decat, Jean-Luc Deleersnyder, Michel Delloye, Jean-Pierre Labroue, Olivier Lambrechts and Jeffrey Scofield. Five directors selected by Fairmount Santrol were William Conway, Charles Fowler, Stephen Hadden, William Kelly and Matthew LeBaron. Jenniffer Deckard will be Director by virtue of serving as President and Chief Executive Officer of Covia. The transaction is subject to customary closing conditions, including approval of Fairmount shareholders, the receipt of regulatory approvals, including the early termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, registration statement on Form S-4 used to register the Unimin Common Stock to be issued in the First Merger being declared effective by the SEC, approval for listing on the New York Stock Exchange of the Unimin Common Stock to be issued, the HPQ Carve-out and receipt of a tax opinion from tax counsel. Boards of Directors of both companies have unanimously approved a definitive agreement. Fairmount Santrol has entered into a voting agreement with certain holders of 26 percent of Fairmount’s outstanding common stock, pursuant to which they will vote their shares in favor of the transaction. On March 13, 2018, the U.S. Federal Trade Commission granted the early termination notice. As of April 26, 2018 registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) was declared effective by the SEC. As of April 26, 2018, a special meeting of Fairmount shareholders is expected to be held on May 25, 2018. As of May 25, 2018, the transaction received regulatory approvals, including approval from Mexican Federal Economic Competition Commission (COFECE). As of May 25, 2018, the transaction was approved by majority of Fairmount shareholders and is expected to close by June 1, 2018. Wells Fargo Securities, LLC acted as financial advisor and provided fairness opinion and James P. Dougherty, Benjamin L. Stulberg, Michael J. Solecki, Andrew C. Thomas, George M. Hunter of Jones Day acted as legal advisors to Fairmount. Morgan Stanley acted as financial advisor and Peter D. Lyons, Omar Pringle, Aly El Hamamsy, David Almroth, Michael Levitt and Robert Scarborough of Freshfields Bruckhaus Deringer acted as legal advisors to Sibelco, parent company of Unimin. Hughes Hubbard is acting as legal advisor for Unimin Corporation. Georgeson LLC acted as the proxy solicitor and American Stock Transfer & Trust Company, LLC acted as the transfer agent for Fairmount on the transaction. Georgeson LLC will be paid a fee of $12,000 in respect of the services provided in the transaction whereas Wells Fargo Securities, LLC will be paid approximately $14 million. Barclays Capital Inc. acted as financial advisor for Unimin Corporation. BNP Paribas acted as financial advisor to Sibelo, parent of Covia holding Corporation. Unimin Corporation completed the acquisition of Fairmount Santrol Holdings Inc. (NYSE:FMSA) on June 1, 2018. Post completion, Fairmount Santrol Holding into and ceased to exist as a separate corporate entity. The common stock of Fairmount Santrol was delisted from the NYSE prior to the market opening on June 1, 2018