Current Report Filing (8-k)
April 24 2015 - 8:04AM
Edgar (US Regulatory)
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): April 24, 2015
Emerge Energy Services LP
(Exact name of registrant as specified in its charter)
Delaware |
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001-35912 |
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90-0832937 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation or |
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File Number) |
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Identification No.) |
organization) |
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180 State Street, Suite 225
Southlake, Texas 76092
(Address of principal executive office) (Zip Code)
(817) 865-5830
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On April 24, 2015, Emerge Energy Services LP (EMES) issued a press release announcing the declaration of its quarterly cash distribution. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). In addition, none of such information shall be incorporated by reference in any filing made by EMES under the Exchange Act or the Securities Act of 1933, as amended, except to the extent specifically referenced in any such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Emerge Energy Services LP, dated April 24, 2015
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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.
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Emerge Energy Services LP |
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By: |
Emerge Energy Services GP LLC, |
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its general partner |
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Dated: April 24, 2015 |
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/s/ Rick Shearer |
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Name: |
Rick Shearer |
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Title: |
Chief Executive Officer |
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EXHIBIT INDEX
Exhibit Number |
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Description |
99.1 |
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Press Release of Emerge Energy Services LP, dated April 24, 2015 |
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Exhibit 99.1
Emerge Energy Services LP Declares First Quarter Cash Distribution and Announces Date for Earnings Release
Southlake, Texas April 24, 2015 Emerge Energy Services LP (Emerge Energy) today announced that the board of directors of its general partner has declared a cash distribution of $1.00 for the first quarter of 2015. This distribution represents a 29% decrease compared to the fourth quarter 2014 distribution of $1.41 per unit and a 12% decrease compared to the first quarter 2014 distribution of $1.13 per unit. The distribution will be paid on May 14, 2015 to all unitholders of record as of May 6, 2015.
We are revising our full year distribution guidance to approximately $3.00 per unit for the year ending December 31, 2015, said Ted W. Beneski, Chairman of the Board of the General Partner of Emerge Energy. While we believe that we have a number of opportunities to improve our projected results, this revised guidance is based on current market conditions.
Emerge Energy today also announced it will release its first quarter results on Monday, May 4, 2015. A conference call to discuss the first quarter 2015 financial and operating results will be held on Monday, May 4, 2015 at 10 a.m. CDT. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing (855) 850-4275 or (720) 634-2898 and entering pass code 34355647. An audio webcast of the call will be available at www.emergelp.com within the Investor Relations portion of the website under the Webcasts & Presentations section. A replay will be available by audio webcast and teleconference from 1:00 p.m. CDT on May 4 through 10:59 p.m. CDT on May 11, 2015. The replay teleconference will be available by dialing (855) 859-2056 or (404) 537-3406 and the reservation number 34355647.
This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent of Emerge Energys distributions to foreign investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Emerge Energys distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate.
About Emerge Energy Services LP
Emerge Energy Services LP (NYSE: EMES) is a growth-oriented limited partnership engaged in the businesses of mining, producing, and distributing silica sand, a key input for the hydraulic fracturing of oil and natural gas wells. Emerge Energy also processes transmix, distributes refined motor fuels, operates bulk motor fuel storage terminals, and provides complementary fuel services. Emerge Energy operates its sand segment through its subsidiary Superior Silica Sands LLC and its fuel segment through its subsidiaries Direct Fuels LLC and Allied Energy Company LLC.
Forward-Looking Statements
This release contains certain statements that are forward-looking statements. These statements can be identified by the use of forward-looking terminology including may, believe, will, expect, anticipate, or estimate. These forward-looking statements involve risks and uncertainties, and there can be no assurance that actual results will not differ materially from those expected by management of Emerge Energy. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Emerge Energys annual report on Form 10-K. The risk factors and other factors noted in the annual report could cause its actual results to differ materially from those contained in any forward-looking statement. Except as required by law, Emerge Energy does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur after the date hereof.
PRESS CONTACT
Robert Lane
(817) 865-2541
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