Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
its previously disclosed acquisition (the Permian Basin Sand
Acquisition) of Permian Basin Sand Company, LLC (Permian Basin
Sand). In connection with the closing of the Permian Basin Sand
Acquisition, the Partnership entered into a registration rights
agreement (the Registration Rights Agreement) with Platte River
Equity III, L.P. (PRE III), Platte River Equity III-A, L.P. (PRE
III-A), Platte River Equity III-Affiliates, L.P. (PRE
III-Affiliates), PBS PRE III-B Holdings, LLC (PBS), Steven
Herron, Peter Melcher, and Mark Smiens (such individuals,
together with PRE III, PRE III-A, PRE III-Affiliates and PBS,
collectively, the Sellers). The Registration Rights Agreement
requires the Partnership, within 90 days, to file with the
Securities Exchange Commission a shelf registration statement on
Form S-3 covering the resale of the common units issued as part
of the consideration of the Permian Basin Sand Acquisition on a
delayed or continuous basis.
only a summary, does not purport to be complete, and is subject
to, and qualified in its entirety by reference to the full and
complete text of the Registration Rights Agreement, which is
attached to this Current Report on Form 8-K as Exhibit 4.1 and is
incorporated herein by reference.
(the Fifth Amendment) by and among the Partnership, ZB, N.A. DBA
Amegy Bank, as administrative agent, and the lenders named
therein, amending its Amended and Restated Credit Agreement,
dated April 28, 2014, as amended (the Credit Agreement). to the
terms of the Fifth Amendment, the lenders agreed to amend the
Credit Agreement to, among other things, permit the acquisition
by the Partnership and Hi-Crush Augusta Acquisition Co. LLC of
all of the outstanding membership interests in Hi-Crush Whitehall
LLC, the remaining 2% equity interest in Hi-Crush Augusta LLC,
and all of the outstanding membership interests in PDQ Properties
LLC and to permit the Permian Basin Sand Acquisition.
reference to the full and complete text of the Fifth Amendment,
which is attached to this Current Report on Form 8-K as Exhibit
10.1.
Permian Basin Sand Acquisition to that certain membership
interest purchase agreement, dated February 23, 2017, with
Permian Basin Sand, Permian Basin Sand Holdings, LLC, PRE Wildcat
Holdings, LLC and the Sellers. In consideration of the Permian
Basin Sand Acquisition, the Partnership paid the Sellers a
purchase price consisting of $200 million in cash and 3,438,789
newly issued common units representing limited partner interests
in the Partnership. Permian Basin Sand owns a 1,226-acre frac
sand reserve in the Permian Basin, consisting of more than 55
million tons of 100 mesh frac sand, and certain rights to acquire
additional acreage reserves.
3.02 by reference. As previously disclosed in the Current Report
on Form 8-K filed by the Partnership on February 23, 2017, the
3,438,789 common units were issued to an exemption from
registration under Section 4(a)(2) of the Securities Act of 1933,
as amended because the transaction did not involving a public
offering.
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Exhibit Number
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Exhibit Description
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4.1
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Lockup and Registration Rights Agreement, dated March
3, 2017, by and among Hi-Crush Partners LP, Platte River Equity III, L.P., Platte River Equity III-A, L.P., Platte River Equity III-Affiliates, L.P., PBS PRE III-B Holdings, LLC, Steven Herron, Peter Melcher, and Mark Smiens. |
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10.1
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Fifth Amendment, dated March 3, 2017, by and among
Hi-Crush Partners LP, as borrower, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein. |
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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. Hi-Crush Partners LP (NYSE:HCLP) Recent Trading Information
Hi-Crush Partners LP (NYSE:HCLP) closed its last trading session down -1.85 at 15.45 with 6,756,733 shares trading hands.