Hi-Crush Partners LP Unitholders Approve Conversion to a C-Corporation to Be Named Hi-Crush Inc.
May 22 2019 - 4:17PM
Hi-Crush Partners LP (NYSE: HCLP), “Hi-Crush” or the “Partnership”,
announced today that unitholders approved the proposed Plan of
Conversion (the “Conversion”) at the Special Meeting of Unitholders
held on May 22, 2019.
Pursuant to the Conversion, after the market
close on May 31, 2019, the outstanding common units representing
limited partner interests in the Partnership (the “Units”) will
each be exchanged for one share of common stock, par value $0.01
per share, (the “Common Stock”) of Hi-Crush Inc. (the
“Corporation”). Unitholders will receive, in exchange for their
Units, 100% of the Common Stock to be outstanding immediately
following the Conversion. Beginning on June 3, 2019, the
Corporation’s Common Stock will be listed on the New York Stock
Exchange under the symbol “HCR”. As of May 20, 2019, there were
101,105,766 Common Units outstanding, and upon completion of the
one-for-one conversion, Hi-Crush expects to have the same number of
Common Shares outstanding.
“We thank all unitholders who voted and
appreciate the overwhelming support we received in favor of
Conversion,” said Robert E. Rasmus, Chairman and Chief Executive
Officer of Hi-Crush. “The Conversion remains critical to the future
success of Hi-Crush, enables diversification and enhances growth
potential, while better aligning our corporate structure and
evolving business model. The conversion to a C-Corp will also
streamline corporate governance, delivering benefits to our
shareholders through enhanced protections and rights commonly
associated with the traditional structure. In addition, we believe
that the Conversion will increase Hi-Crush’s access to, and lower
the cost of, capital through an expanded field of potential
investors.”
Following completion of the Conversion on May
31, 2019, the business currently conducted by the Partnership will
be conducted by the Corporation, with no change to operating
management or the board of directors.
About Hi-CrushHi-Crush is a
fully integrated, strategic provider of proppant and logistics
solutions to the North American petroleum industry. We own and
operate multiple frac sand mining facilities and in-basin
terminals, and provide mine-to-wellsite logistics services that
optimize proppant supply to customers in all major oil and gas
basins in the United States. Our PropStream® service, offering both
container- and silo-based wellsite delivery and storage systems,
provides the highest level of flexibility, safety and efficiency in
managing the full scope and value of the proppant supply
chain. Visit HiCrush.com.
Forward-Looking Statements
Some of the information in this news release may
contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements give our current expectations,
and contain projections of results of operations or of financial
condition, or forecasts of future events. Words such as "may,"
"should," "assume," "forecast," "position," "predict," "strategy,"
"expect," "intend," "hope," "plan," "estimate," "anticipate,"
"could," "believe," "project," "budget," "potential," "likely," or
"continue," and similar expressions are used to identify
forward-looking statements. They can be affected by assumptions
used or by known or unknown risks or uncertainties. Consequently,
no forward-looking statements can be guaranteed. When considering
these forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in Hi-Crush’s reports filed
with the SEC, including those described under Item 1A of Hi-Crush’s
Form 10-K for the year ended December 31, 2018 and any
subsequently filed 10-Q. Actual results may vary materially. You
are cautioned not to place undue reliance on any forward-looking
statements. You should also understand that it is not possible to
predict or identify all such factors and should not consider the
risk factors in our reports filed with the SEC or the following
list to be a complete statement of all potential risks and
uncertainties. Factors that could cause our actual results to
differ materially from the results contemplated by such forward
looking statements include: the volume of frac sand we are able to
sell; the price at which we are able to sell frac sand; the outcome
of any pending litigation, claims or assessments, including
unasserted claims; changes in the price and availability of natural
gas or electricity; changes in prevailing economic conditions;
difficulty collecting receivables; statements regarding the
Conversion; descriptions of our operations and anticipated future
performance following the Conversion; and the risk that we may be
unable to obtain unitholder approval for the Conversion or achieve
expected benefits of the Conversion, or that it may take longer
than expected to achieve those benefits. All forward-looking
statements are expressly qualified in their entirety by the
foregoing cautionary statements. Hi-Crush’s forward-looking
statements speak only as of the date made and Hi-Crush undertakes
no obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or
otherwise.
Investor contact:Caldwell Bailey, Lead Investor
Relations AnalystMarc Silverberg, ICRir@hicrush.com(713)
980-6270
Source: Hi-Crush Partners LP
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