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

Acquisition Agreement
On February 23, 2017>(the Effective Date), Hi-Crush Partners LP
(the Partnership) entered into a membership interest purchase
agreement (the Purchase Agreement) with Permian Basin Sand Company,
LLC (Permian Basin Sand), Permian Basin Sand Holdings, LLC, PRE
Wildcat Holdings, LLC, 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) to indirectly acquire all of
the membership interests of Permian Basin Sand (the Permian Basin
Sand Acquisition). 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. In consideration of the Permian Basin
Sand Acquisition, the Partnership will pay the Sellers a purchase
price of $275 million (the Purchase Price), of which up to $75
million (the Unit Purchase Price) may be paid in the form of newly
issued common units representing limited partner interests in the
Partnership (the Issued Units). The number of Issued Units to be
paid to the Sellers is determined by dividing the (a) Unit Purchase
Price, by (b) the five-trading day daily volume weighted average
sales price of a common unit of the Partnership on the New York
Stock Exchange for the period ending on and including the trading
day immediately prior to the Effective Date. Based on this formula,
the Partnership may issue up to 3,438,789>Issued Units to the
Sellers.
Upon the consummation of the Permian Basin Sand Acquisition, the
Partnership will enter into a registration rights agreement with
the Sellers. Such agreement will provide that the Partnership will,
within 90 days after the closing, file with the Securities Exchange
Commission a shelf registration statement on Form S-3 covering the
resale of the Issued Units on a delayed or continuous basis. The
Purchase Agreement includes customary representations, warranties,
covenants and indemnification obligations of both the Partnership
and the Sellers.
The Permian Basin Sand Acquisition is expected to close in March
2017 and is subject to the satisfaction or waiver of certain
closing conditions, including but not limited to, the completion by
the Partnership of a public offering of common units from its shelf
registration statement producing net proceeds sufficient to pay at
least the cash portion of the Purchase Price. If the Partnership
does not satisfy this condition, then, provided that the other
conditions to the Partnerships obligations to consummate the
Permian Basin Sand Acquisition have been satisfied or waived, the
Partnership may be required to pay the Sellers a termination fee of
$10 million. The Purchase Agreement includes limited termination
rights of each of the Partnership and the Sellers. There can be no
assurance that all of the conditions to closing the Permian Basin
Sand Acquisition will be satisfied or that the Permian Basin Sand
Acquisition will not be terminated.
The foregoing description of the Purchase Agreement is only a
summary, does not purport to be complete, and is subject to, and
qualified in its entirety by reference to the Purchase Agreement. A
copy of the Purchase Agreement will be filed as an exhibit to the
Partnerships Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2017.
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, will pay to Proppants
$140 million>in cash and pay up to $65 million>of contingent
earnout consideration over a two-year period. Proppants will
contribute 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 owns
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 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. The Transactions are expected to close in March 2017
and are subject to certain customary closing conditions, including,
but not limited to, the expiration or termination of any required
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. There can be no assurance that all of the conditions
to closing the Transactions will be satisfied.
Item 2.02 Results of Operations and Financial Condition
The information regarding the Contribution Agreement and the
Transactions contemplated thereunder set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated into this Item 2.02 by
reference the financial statements of Whitehall and the pro forma
financial information giving effect to the acquisition of Whitehall
and the Other Assets required by Items 9.01(a) and 9.01(b) of Form
8-K are included herein.
Item 3.02 Unregistered Sales of Equity Securities
As described under Item 1.01 above (the content of which is
incorporated herein by reference), at the closing of the Permian
Basin Sand Acquisition, the Partnership may issue up to
3,438,789>Issued Units to the Sellers. If issued, the Issued
Units will be issued to the exemption from registration provided in
Section 4(a)(2) under the Securities Act of 1933, as amended,
because the transaction did not involving a public offering.
Item 7.01 Regulation FD Disclosure
On February 23, 2017, the Partnership issued a press release
announcing the entry into the Purchase Agreement and Contribution
Agreement. A copy of the press release is attached as Exhibit 99.1
hereto. Also attached as Exhibit 99.2 is a copy of an investor
presentation containing information on the acquisitions.
The information provided in this Item 7.01 (including the exhibits
referenced therein) shall be deemed furnished and shall not be
deemed filed for the purposes of Section 18 of the Exchange Act,
nor shall it be incorporated by reference in any filing made by the
Partnership to the Securities Act, except to the extent that such
filing incorporates by reference any or all of such information by
express reference thereto.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The following audited financial statements of Whitehall are being
filed as Exhibit 99.3:
Independent Auditor’s Report
Balance Sheet as of December 31, 2016>and 2015
Statement of Operations for the Years Ended December 31,
2016, 2015 and 2014
Statement of Member Capital for the Years Ended December
31, 2016, 2015 and 2014
Statement of Cash Flows for the Years Ended December 31,
2016, 2015 and 2014
Notes to Financial Statements
>(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
23.1
Consent of PricewaterhouseCoopers LLP
99.1
Press Release announcing acquisition of Permian Basin
Sand, Whitehall and Other Assets
99.2
Investor Presentation
99.3
Audited 2016 financial statements of Whitehall and
related notes and Independent Auditor’s Report
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 down -1.40 at 20.55 with 1,888,545 shares trading hands.

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