Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Entry into a Material Definitive Agreement

Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry Into Material Definitive Agreement

Contribution Agreement
On February 23, 2017, the Partnership and Hi-Crush Augusta
Acquisition Co. LLC (“Acquisition Co.”) entered into a
Contribution Agreement (the “Contribution Agreement”) with
Hi-Crush Proppants LLC (“Proppants”). to the Contribution
Agreement, the Acquisition Co., a wholly owned subsidiary of the
Partnership, paid to Proppants $140 million>in cash and may
pay up to $65 million>of contingent consideration over a
two-year period. Proppants contributed all of the outstanding
membership interests in Hi-Crush Whitehall LLC ( “Whitehall”),
the remaining 2% equity interest in Hi-Crush Augusta LLC, and all
of the outstanding membership interests in PDQ Properties LLC
(together the “Other Assets”), to Acquisition Co.
As of February 23, 2017, Proppants owned all of the incentive
distribution rights, 20,693,643 common units and wholly owned
Hi-Crush GP LLC, the general partner of the Partnership (the
“General Partner”). 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.
The Conflicts Committee (the “Conflicts Committee”) of the Board
of Directors of the General Partner approved the transaction
contemplated by the Contribution Agreement (the “Transaction”).
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 Transaction. The Transaction closed on March 15,
2017.
Item 2.02 Results of Operations and Financial Condition
The information regarding the Contribution Agreement and the
Transaction contemplated thereunder set forth in Item 1.01 of
this Amendment is incorporated into this Item 2.02 by reference
and the pro forma financial information giving effect to the
acquisition of Whitehall and Other Assets required by Items
9.01(b) of Form 8-K are included herein.
Item 9.01 Financial Statements and Exhibits
>(b) Pro Forma Financial Information
The following pro forma financial information is being filed with
this report as Exhibit 99.4:
Unaudited Pro Forma Condensed Combined Balance Sheet as of
December 31, 2016
Unaudited Pro Forma Condensed Combined Statement of
Operations for the Years Ended December 31, 2016, 2015 and
2014
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements
>(d) Exhibits

Exhibit Number
Exhibit Description
99.4
Unaudited Pro Forma Condensed Combined Balance Sheet as
of December 31, 2016 and Unaudited Pro Forma Condensed
Combined Statements of Operations for the Years Ended
December 31, 2016, 2015 and 2014 and related notes


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 up +0.25 at 14.40 with 2,211,760 shares trading hands.

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