8,500,000 Shares COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2013 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
GGC USS Holdings, LLC (the “Selling Shareholder”), a shareholder of U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), the number of shares of common stock, par value $0.01 per share, of the Company set forth in Schedule I hereto (the “Firm Shares”).
