UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 93981 / January 13, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20163

In the Matter of

Covia Holdings Corp. Fairmount

Santrol Holdings Inc.,

Respondents.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On December 8, 2020, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the

“Order”)1 against Covia Holdings Corp. (“Covia”) and Fairmount Santrol Holdings Inc.

(“Fairmount”), now known as Bison Merger Sub I, LLC (collectively, the “Respondents”). In

the Order, the Commission found that from 2014 to 2018, Fairmount, a provider of sand-based

products used by oil and gas exploration and production companies for fracking, misled investors

by overstating the performance and commercial potential of high-margin proppant products it

was developing and selling, PowerProp, Propel SSP and Propel SSP 350. Specifically, the

Commission found that Fairmount made materially false and misleading statements about these

products appeared in offering documents in connection with its 2014 initial public offering and

two subsequent offerings in 2016; in annual, quarterly, and current reports filed with the

Commission; in presentations to investors and analysts; and on the company’s website. At the

end of June 2020, Covia and its U.S. subsidiaries, including Fairmount, filed voluntary petitions

for Chapter 11 bankruptcy reorganization.

The Commission ordered Respondents to pay, jointly and severally, a penalty of $17

million. Their liability to the Commission was deemed satisfied by a cash payment from Covia

in the amount of $1 million pursuant to Covia Holdings Corporation and its Debtor Affiliates’

confirmed Chapter 11 plan or an order of the bankruptcy court allowing such claim and

authorizing such payment. The Commission also established a Fair Fund, pursuant to Section

308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid can be distributed to harmed

investors (the “Fair Fund”).

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Securities Act Rel. No. 10897 (Dec. 8, 2020).

The Fair Fund includes the $1,000,000.00 paid by the Respondents. The assets of the

Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund and has been deposited in an interest-bearing account at the U.S. Department of the

Treasury’s Bureau of the Fiscal Service, and any interest accrued will be added to the Fair Fund.

On November 16, 2021, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”);3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to Amy

Sumner, United States Securities and Exchange Commission, 1961 Stout Street, Suite 1700,

Denver CO 80294. The Notice also advised that all persons desiring to comment on the

Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund4 to

investors who purchased Securities as of the Relevant Date and suffered a Recognized Loss as

calculated by the methodology used in the Plan of Allocation.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,5

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

2

Exchange Act Rel. No. 93579 (Nov. 16, 2021).

17 C.F.R. § 201.1103.

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

5

17 C.F.R. § 201.1104.

6

17 C.F.R. § 200.30-4(a)(21)(iv).

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