UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2018 (July 19, 2018)
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-35630 | 90-0840530 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1330 Post Oak Blvd, Suite 600 Houston, Texas |
77056 | |
| (Address of principal executive offices) | (Zip Code) | |
(713) 980-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends our Current Report on Form 8-K dated July 23, 2018 (the “Original Form 8-K”). This Amendment is being filed to add an additional disclosure item pursuant to Item 3.02.
| Item 1.01 | Entry into a Material Definitive Agreement. |
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 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 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 pursuant 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Schedules and exhibits have been omitted pursuant 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Hi-Crush Partners LP | ||||||
| By: | Hi-Crush GP LLC, its general partner | |||||
| Date: July 25, 2018 | By: | /s/ Laura C. Fulton | ||||
| Laura C. Fulton | ||||||
| Chief Financial Officer | ||||||
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