Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Unregistered Sales of Equity Securities

Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Unregistered Sales of Equity Securities
Item 1.01.

Item 1.01 Entry into a Material Definitive Agreement.
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As previously disclosed on the Original Form 8-K, on July 19, 2018, Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), Hi-Crush Canada Inc., a wholly-owned subsidiary of the Partnership and a Delaware corporation (“US Purchaser”), and Hi-Crush Canada Distribution Corp., a wholly-owned subsidiary of the Partnership and a British Columbia corporation (“Canadian Purchaser”, and together with the US Purchaser, the “Purchasers”), entered into a Purchase and Sale Agreement (the “Agreement”) with FB Industries Inc., a Manitoba corporation (“FB”), 6446508 Manitoba Inc., a Manitoba corporation (“644”), The Henry and Gloria Friesen Family Trust (2013), Tyler Friesen, Mavis Doell, Tracy Friesen, Henry Friesen, Gloria Friesen and Jonathan Doell (collectively, the “Sellers”), and Jonathan Doell, solely in his capacity as the representative of the Sellers (the “Sellers’ Representative”).

Upon the terms and subject to the conditions set forth in the Agreement, (a) US Purchaser will purchase (i) certain goodwill and intellectual property assets from FB, and (ii) all of the issued and outstanding equity of FB Industries USA Inc., a Texas corporation, and FB Logistics, LLC, a Texas limited liability company, in each case from 644; and (b) Canadian Purchaser will purchase all of the issued and outstanding equity of FB from the Sellers (collectively, the “Transactions”). Under the terms of the Transactions, the Partnership, through two of its wholly-owned subsidiaries, will pay cash consideration of approximately $45 million and issue approximately $15 million of new common units to the owners of FB, for total consideration of approximately $60 million. The terms also include the potential for additional future consideration payments based on the achievement of established performance benchmarks through 2021.

The closing of the Transactions is expected to occur in the third quarter of 2018 and is subject to various conditions, including, among others, the accuracy of representations and warranties; the performance of covenants, in all material respects; the absence of a material adverse affect; and the receipt of adequate financing to fund the purchase price.

The Agreement also contains customary termination rights for the parties, including, among others, the right of the Purchasers or the Sellers’ Representative to terminate the Agreement if the closing shall not have occurred on or before August 15, 2018.

The foregoing description of the Agreement 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 Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01 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 Transactions, the Partnership will issue approximately $15 million of new common units to the Sellers. The number of common units to be issued at the closing of the Transactions will be determined at such time in accordance with the terms of the Agreement. Upon issuance, the common 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 Transactions did not involve a public offering.

Item 1.01 Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT

DESCRIPTION

2.1* Purchase and Sale Agreement, dated as of July 19, 2018, by and among Hi-Crush Canada Inc., Hi-Crush Canada Distribution Corp., and for the limited purposes set forth in Section 9.15, Hi-Crush Partners LP, and FB Industries Inc., 6446508 Manitoba Inc., The Henry and Gloria Friesen Family Trust (2013), Tyler Friesen, Mavis Doell, Tracy Friesen, Henry Friesen, Gloria Friesen and Jonathan Doell, and Jonathan Doell, in his capacity as Sellers’ representative (incorporated by reference herein to Exhibit 2.1 to the Original Form 8-K filed on July 23, 2018, File No. 001-35630).
* Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Partnership agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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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.

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