On May 22, 2019, Hi-Crush Partners LP (the “Partnership”) held a special meeting of its unitholders (the “Special Meeting”) at 1330 Post Oak Boulevard, Houston, Texas 77056. At the Special Meeting, the Partnership’s unitholders voted on and approved matters relating to the proposed conversion of the Partnership (the “Conversion”) from a Delaware limited partnership to a Delaware corporation named “Hi-Crush Inc.” (the “Corporation”), which included proposals (i) to approve the Plan of Conversion that provides for and sets forth matters related to the Conversion (the “Plan of Conversion Proposal”), (ii) to approve the Hi-Crush Inc. Long Term Incentive Plan (the “LTIP”), a new long-term incentive plan of the Corporation to be in effect following the consummation of the Conversion to make incentive compensation awards to directors, officers and other employees of the Corporation (the “LTIP Proposal”) and (iii) to approve, if necessary, the adjournment of the Special Meeting to a later date to solicit additional proxies in the event are insufficient votes in favor of the Plan of Conversion Proposal or the LTIP Proposal (the “Adjournment Proposal”).

Prior to the Special Meeting, the Partnership delivered a definitive proxy statement (the “Proxy Statement”) to its unitholders describing and providing information relating to the Special Meeting, the Conversion, the Plan of Conversion Proposal, the LTIP, the LTIP Proposal and the Adjournment Proposal. The Proxy Statement was filed by the Partnership with the U.S. Securities and Exchange Commission on February 20, 2019.

As disclosed in the Proxy Statement, as of the close of business on February 19, 2019, the record date for the Special Meeting, there were 101,062,399 common units representing limited partner interests in the Partnership (“common units”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 59,557,199 common units were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting. The following summarizes the final voting results for the Special Meeting proposals, each of which is more fully described in the Proxy Statement:

1. Plan of Conversion Proposal. The Partnership’s unitholders approved the Plan of Conversion, which constituted approval of the Conversion. The voting results were as follows:

2. LTIP Proposal.>The Partnership’s unitholders approved the LTIP Proposal. The voting results were as follows:

Item 8.01 Other Events

On May 22, 2019, the Partnership issued a press release announcing the results of the Special Meeting and expected closing date of the Conversion. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

>(d) Exhibits

Hi-Crush Partners LP Exhibit
EX-99.1 2 exhibit991-cxcorpconversio.htm EXHIBIT 99.1 Exhibit Exhibit 99.1News ReleaseHi-Crush Partners LP Unitholders Approve Conversion to a C-Corporation to Be Named Hi-Crush Inc.•Conversion expected to enable further diversification,…
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About Hi-Crush Partners LP (NYSE:HCLP)

Hi-Crush Partners LP is a producer and supplier of monocrystalline sand. The Company is a limited partnership formed to acquire selected sand reserves and related processing and transportation facilities of Hi-Crush Proppants LLC. It operates in Frac Sand Sales segment. Its reserves consist of northern white sand, a resource in Wisconsin and limited portions of the upper Midwest region of the United States. It owns, operates and develops sand reserves, and related excavation and processing facilities. Its 857-acre facility with rail infrastructure, located in Wyeville, Wisconsin (the Wyeville facility) contains approximately 82.1 million tons of proven recoverable reserves of frac sand meeting American Petroleum Institute (API) specifications. It also holds approximately 98% interest in Augusta facility, which is located in Eau Claire County, Wisconsin and contains over 40.9 million tons of proven recoverable reserves of frac sand meeting API specifications.