Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
(“Acquisition Co.”), a wholly owned subsidiary of Hi-Crush
Partners LP (the “Partnership”), completed its previously
announced acquisition of all of the outstanding membership
interests in Hi-Crush Whitehall LLC (“Whitehall”), the remaining
2% outstanding equity interest in Hi-Crush Augusta LLC
(“Augusta”) and all of the outstanding membership interests in
PDQ Properties LLC (“PDQ”) from Hi-Crush Proppants LLC
(“Proppants”) in exchange for $140 million in cash and up to $65
million of contingent earnout consideration, to the terms of the
Contribution Agreement, dated February 23, 2017, by and between
Acquisition Co., the Partnership and Proppants (the “Contribution
Agreement”). The Whitehall facility has 80.7 million tons of
proven recoverable Northern White frac sand reserves on 1,447
acres, with an annual processing capacity of approximately 2.86
million tons of frac sand per year.
distribution rights, 20,693,643 common units and wholly owns
Hi-Crush GP LLC, a Delaware limited liability company and the
general partner of the Partnership (the “General Partner”).
Certain individuals, including officers and directors of Proppants,
Whitehall, Augusta, PDQ and the General Partner serve as officers
and/or directors of one or more of such entities.
of Directors of the General Partner approved the transactions
contemplated by the Contribution Agreement (the “Transactions”).
The Conflicts Committee, composed of independent members of the
Board of Directors of the General Partner, retained independent
legal and financial advisors to assist it in evaluating and
negotiating the Transactions. In approving the terms of the
Contribution Agreement, the Conflicts Committee based its decision
in part on an opinion from its independent financial advisor that
the consideration to be paid by Acquisition Co. in connection with
the Transactions is fair, from a financial point of view, to the
Partnership and common unitholders of the Partnership other than
the General Partner.
purport to be complete and is subject to and qualified in its
entirety by reference to the complete text of the Contribution
Agreement. A copy of the Contribution Agreement will be filed as an
exhibit to the Partnerships Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2017.
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Exhibit Number
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Exhibit Description
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99.1
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Press Release announcing the completion of acquisitions
of Permian Basin Sand, Whitehall Facility and Remaining Interest in Augusta Facility; Underwriter’s Exercise of Overallotment Option |
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. Hi-Crush Partners LP (NYSE:HCLP) Recent Trading Information
Hi-Crush Partners LP (NYSE:HCLP) closed its last trading session down -1.65 at 14.10 with 1,215,846 shares trading hands.
