View:
United States securities and exchange commission logo
May 9, 2022
Donald Merril
Chief Financial Officer
U.S. Silica Holdings, Inc.
24275 Katy Freeway, Suite 600
Katy, Texas 77494
Re: U.S. Silica
Holdings Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 25,
2022
File No. 001-35416
Dear Mr. Merril:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Items 2. Properties, page 25
1. Please revise this
section of your filing to include the required information under Item
1303(b) of Regulation
S-K for all properties. Summary disclosure should include all
properties including
material and non-material properties pursuant to Item 1303(a) of
Regulation S-K.
2. For each material
property please revise to include the following as required by Item
1304(d)(1) of
Regulation S-K:
the metallurgical
(process) recovery for each mineral resource or reserve.
the cut-off grade
(or quality) for each mineral resource or reserve.
the measured,
indicated, and inferred mineral resource. To the extent all measured
and indicated
mineral resources are converted to proven or probable mineral reserves
include a statement
to clarify.
Donald Merril
U.S. Silica Holdings, Inc.
May 9, 2022
Page 2
3. Please provide a brief description of the processing operations
associated with each
material property as required by Item 1304(b)(2)(i) of Regulation S-K.
Exhibits 96.1, 96.2, & 96.3, page 109
4. The definition of a mineral reserve in Item 1300 of Regulation S-K
requires a reserve to
be the economically mineable part of a measured or indicated mineral
resource.
Therefore, in order to determine a reserve, a resource must be
determined. Please revise
to include resource estimates in all three technical reports and
address all paragraphs in
Item 601(b)(96)(iii)(B)(11) & (12) of Regulation S-K. Please remove
terms that are not
defined in Item 1300 of Regulation S-K, such as possible ore reserves.
Based on your
proposed revisions, we may have additional comment.
5. Please revise your technical reports to include the entire cash flow
analysis.
6. Please revise the "Reliance on Information by the Registrant" section
of your technical
reports to only include categories of information under Item
1302(f)(1) of Regulation S-
K. Other information that has been included in this section should be
removed so that the
information is consistent with the disclosure specified under Item
1302(f)(2) of Regulation
S-K.
7. Revise to include mineral processing in the Colado, Pershing County,
Nevada technical
report as required in Table 1 to Item 1302(d) of Regulation S-K. The
technical report
should summarize all related activities from extraction to the first
point of material
external sale, including processing, transportation, and warehousing
as suggested in Item
1301(c)(3) of Regulation S-K.
8. Revise the Ottawa, Lasalle County, Illinois and Colado, Pershing
County, Nevada
technical report summaries to address Item 601(b)(96)(iii)(B) 8(iv)
and (9)(iii) of
Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact John Coleman at (202) 551-3610 or Ethan Horowitz at
(202) 551-
3311 if you have questions regarding these comments.
FirstName LastNameDonald Merril Sincerely,
Comapany NameU.S. Silica Holdings, Inc.
Division of
Corporation Finance
May 9, 2022 Page 2 Office of
Energy & Transportation
FirstName LastName