Business Context and Reporting Period
This Form 8-K was filed by Smart Sand, Inc. on February 3, 2017, reporting events occurring on February 1, 2017. The filing details the entry into a Material Definitive Agreement regarding a public offering of common stock.
Key Financial Metrics and Transaction Details
- Offering Size: 5,950,000 shares of Common Stock (Firm Shares).
- Public Price: $17.50 per share.
- Net Proceeds to Company: $16.58125 per share (net of underwriting discount) on the 1,500,000 shares sold by the Company.
- Share Allocation: 1,500,000 shares sold by Smart Sand, Inc.; 4,450,000 shares sold by Selling Stockholders.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 892,500 additional shares (Optional Shares).
- Underwriters: Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. (as representatives).
- Expected Closing Date: February 7, 2017.
Material Changes and Proceeds Usage
The primary material change is the execution of the Underwriting Agreement. The Company intends to use the net proceeds received from the sale of its shares for future capital projects and general corporate purposes. The Company will not receive any net proceeds from the sale of shares by the Selling Stockholders or from the Optional Shares.
Guidance, Risks, and Contingencies
The offering is subject to customary closing conditions. The Underwriting Agreement includes customary representations, warranties, and indemnification provisions where the Company and Selling Stockholders agree to indemnify the Underwriters against certain liabilities. The filing notes that certain underwriters have performed and may continue to perform investment banking and advisory services for the Company.
Investor Verification Checklist
- Verify the final closing date and whether the over-allotment option was exercised.
- Confirm the exact net proceeds received by the Company after all transaction costs.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific termination provisions and conditions.
- Check subsequent filings for the allocation of proceeds to specific capital projects.