A Compelling Strategic Transaction with Unimin March 2018
Overview of FMSA & Unimin A Compelling Strategic Transaction with Unimin
Fairmount Santrol Long-Term Value Creators Core Differentiators for Long-Term Technology Value Creation & Innovation Broad Product Portfolio Operational Scale & Efficiencies Value-Enhancing Logistics Commitment to…
Unimin Complements All Key Value Drivers Unimin enhances value in all areas Core Differentiators for Long-Term Technology Value Creation & Innovation Broad Product Portfolio Operational Scale & Efficiencies Value-Enhancing…
FMSA Financial Update and Outlook Fourth-quarter 2017 results Sequential proppant volumes -2%, driven by seasonal impacts on production and demand and process engineering changes I&R volumes -1% year-over-year but had strong…
Unimin An Industry Leader Key Highlights Two Complementary Segments (2) 28Mt With Greater Diversity Across Entire Business 40 Current Plants (1) Capacity Energy 46% 38 Leader in Operating Safety Terminals Industrial 54%…
Unimins Multi-Mineral Portfolio Serves a Wide Variety of Industries oil & gas glass ceramics construction metals polymers coatings Silica Nepheline Syenite Feldspar Olivine Clay & Kaolin Lime Diversity across…
Compelling Strategic A Compelling Strategic Transaction with Unimin Combination
Product Breadth to Win Across Segments Broad Product Portfolio High-Purity Nepheline Custom Resin Products Propel SSP DustShield Sands Syenite Blending High-quality silica Resin systems and Silica-free material Increases…
Complementary Footprint Across North America 50 sand & coating plants Canada across North America (1) Access to all major railways serving oil & gas basins 94 distribution terminals (2) Well-positioned Industrial business in…
Diversified, Strong Logistics to Meet Demands Across North America Access to Major Rail Lines Large-Scale Terminal Network Proppant Rail and Trucking Capacity Annual O&G Terminal Throughput Capacity (Mt) (1) BNSF 35 UP CP Unimin…
Scale with Diversity and Balance Sales Volumes Profitability Pro Forma Volume; mm tons Combined Company Pro Forma Gross Profit (1) M 35 573M 42% 23 54% 42% 12 58% 21% 58% 79% 46% FMSA Unimin Combined Industrial…
Meaningful EBITDA Throughout Cycles Adjusted EBITDA (1) M Fairmount Unimin 398 352 137 2015 2016 LTM Sep-17 Industrial segment provides solid EBITDA base with significant upside from energy Within 2018, anticipate net…
Market Update A Compelling Strategic Transaction with Unimin
2018 Tailwinds in Industrial Markets Consumer Confidence at 130.8 Industrial Production Highest level since 2000 and +3.2% YoY growth vs. 2.0% in 2017 above 2017 avg. of 120.5 Industrial profitability aided by macro tailwinds…
Expected Increase in Proppant Demand for 2018 Increasing Number of Well Completions (1) Higher Proppant Intensity Per Well (2) U.S. HORIZONTAL LAND RIG COUNT AVERAGE PROPPANT TONS PER U.S. HORIZONTAL WELL 850 800 750 6,500 - 5,600…
Proppant Growing Demand Across All Basins Expected 2018 demand to be supplied by both Northern White and Local/Regional sands Millions of tons 100M Tons in 2018 100 80 75M tons of demand supplied outside of the Permian 60…
Permian Assets Strategically Placed to Meet Local Needs 6M ton combined capacity Hobbs Lamesa Snyder 2 plants in complementary locations Carlsbad Online in Q2-18 Big Spring Strategically located terminal 50-75 Midland network…
Well Suited to Meet Demand Across All Basins Favorable Grade Mix Logistics Capabilities 75M tons Demand Sourced Outside of Permian 25% 33% 42% Production Mix Outside of Permian Market Unimin/FMSA 20% 28% 31% 50% 30% 41%…
Value Creation for Fairmount Santrol Shareholders A Compelling Strategic Transaction with Unimin
FMSA / Unimin Merger: Shareholder Value Creation 35% = At Closing: Premium 170M cash to relative consideration FMSA Shareholders: contribution at same multiple 35% of Combined Company Shares 170M Cash Value Creation for…
35% Ownership Implies a Premium Even at Equal Multiples Implied Value Contribution to Combined Company (1) (2) 65% 67% 66% 64% 74% 100% 35% Ownership for FMSA 35% 33% 34% 36% 26% EBITDA 2015A EBITDA 2016A EBITDA LTM…
Value of Stability Reflected in Industrial Trading Multiples Industrial Peer Multiples (1,2) 14.0x 12.8x 12.0x 11.1x 10.5x 10.0x Peer Average 9.9x 9.1x 8.4x 8.0x 7.3x 6.0x 4.0x 2.0x 0.0x Martin Eagle Compass Minerals…
1Bn(1) Value Creation from Quantified Synergies Synergy estimates developed through third-party market model incorporating significant in-basin capacity build Immediate and Substantial Synergies Expected at Low Implementation Costs…
Roadmap to Completion Shareholder Process Publicly Proxy mailed Prepare 3 yrs. S-4 declared Share- Shareholder file and share- audited effective by holder holder meeting financials S-4 SEC declared Vote Approval Expected early…
Additional Supplemental Information A Compelling Strategic Transaction with Unimin
Unimins Energy Business Key Highlights Selected Flagship Plants & Terminals A Leading Supplier of Proppants to the O&G Segments Comprehensive portfolio of API-quality quartz proppants, resin- Plants Terminals coated sands, cementing…
Unimins Industrial Business Key Highlights Diverse Customer Segments Served Large, Resilient and Growing Business Container, float, fiberglass, solar Generating Strong Cash Flows panels, displays Glass Strong cash flow generator…
Sibelco Long-Term Shareholder Shared Values and Global Expertise Sibelco 2016 sales of 2.7Bn Founded in 1872 Multi-mineral product offering Vision 200 plants in 40 countries To be the best global material 10,000 employees…