Attached files
file | filename |
---|---|
EX-8.1 - EX-8.1 - Hi-Crush Inc. | d157508dex81.htm |
EX-5.1 - EX-5.1 - Hi-Crush Inc. | d157508dex51.htm |
EX-1.1 - EX-1.1 - Hi-Crush Inc. | d157508dex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 2016 (June 14, 2016)
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
Delaware | 001-35630 | 90-0840530 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
Three Riverway
Suite 1350
Houston, Texas 77056
(Address of principal executive office) (Zip Code)
(713) 963-0099
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | 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)) |
8.01 Other Events.
Underwriting Agreement
On June 14, 2016, Hi-Crush Partners LP (the Partnership) entered into an Underwriting Agreement (the Underwriting Agreement), by and among the Partnership, Hi-Crush GP LLC, the general partner of the Partnership (the General Partner), and Credit Suisse Securities (USA) LLC, (the Underwriter), providing for the offer and sale by the Partnership, and purchase by the Underwriter, of 4,500,000 common units (the Firm Units) representing limited partner interests of the Partnership (Common Units) at a price of $10.29 per Common Unit. The total proceeds (before estimated offering expenses) from the sale of the Firm Units are expected to be approximately $46.3 million. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriter an option for a period of 30 days to purchase up to an additional 675,000 Common Units (the Option Units) on the same terms. The material terms of the offering of the Common Units are described in the prospectus supplement, dated June 14, 2016 filed by the Partnership with the Securities and Exchange Commission (the Commission) on June 16, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act). The offer and sale of the Common Units are registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-191481), which was declared effective by the Commission on October 28, 2013, and the closing with respect to the offering of such Common Units is expected to occur on June 20, 2016, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Partnership and the General Partner have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
1.1 | Underwriting Agreement by and among Hi-Crush Partners LP, Hi-Crush GP LLC and Credit Suisse Securities (USA) LLC, dated June 14, 2016. | |
5.1 | Opinion of Vinson & Elkins L.L.P. | |
8.1 | Opinion of Vinson & Elkins L.L.P., relating to tax matters. | |
23.1 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). | |
23.2 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto). |
1
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 thereunto duly authorized.
Hi-Crush Partners LP | ||||
By: | Hi-Crush GP LLC, its general partner | |||
Dated: June 17, 2016 | ||||
By: | /s/ Laura C. Fulton | |||
Name: | Laura C. Fulton | |||
Title: | Chief Financial Officer |
2
EXHIBIT INDEX
1.1 | Underwriting Agreement by and among Hi-Crush Partners LP, Hi-Crush GP LLC and Credit Suisse Securities (USA) LLC dated June 14, 2016. | |
5.1 | Opinion of Vinson & Elkins L.L.P. | |
8.1 | Opinion of Vinson & Elkins L.L.P., relating to tax matters. | |
23.1 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). | |
23.2 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto). |
3