Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Hi-Crush Inc. | exhibit991-pressrelease217.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): February 17, 2015
_______________________________
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.) | |
Three Riverway Suite 1550 Houston, Texas | 77056 | |
(Address of principal executive offices) | (Zip Code) | |
(713) 960-4777
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
_______________________________
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2015, Steven Webster notified the board of directors (the “Board”) of Hi-Crush GP LLC, the general partner (the “General Partner”) of Hi-Crush Partners LP (the “Partnership”), of his resignation from the Board effective February 17, 2015. Mr. Webster’s decision to resign as a director is solely for personal reasons and time considerations and did not involve any disagreement with the Partnership, the Partnership's management or the Board on any matter relating to the Partnership’s operations, policies or practices.
On February 17, 2015, pursuant to the terms of the General Partner’s First Amended and Restated Limited Liability Company Agreement, Hi-Crush Proppants LLC (the “Sponsor”) appointed Graham Whaling to serve as a member of the Board, effective February 17, 2015. Mr. Whaling has not been appointed to any committees of the Board. Mr. Whaling, 60, currently serves as an energy industry advisor for Avista Capital Partners (“Avista”), a private equity firm with significant investing and operating expertise in the energy industry and which is the lead investor in the Sponsor, where he has worked since 2014. Prior to joining Avista, Mr. Whaling served as Chief Executive Officer of Parkman Whaling, an oil and gas investment banking advisory firm, which he co-founded in July 2007. Prior to that, Mr. Whaling was chairman and Chief Executive Officer of Laredo Energy, L.P., which he co-founded in 2001. Mr. Whaling holds an M.B.A. from the Wharton School of the University of Pennsylvania and a bachelor’s degree in petroleum engineering from the University of Texas.
Mr. Whaling is not involved in any related party transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Exhibit Description | |
99.1 | Press Release dated February 17, 2015 | |
Forward Looking Statements
Some of the information in this Form 8-K 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,” “assume,” “expect,” “estimate,” “anticipate,” “could,” “future” or “believe” 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 the Partnership’s reports filed with the Securities and Exchange Commission (“SEC”), including those described under Item 1A of the Partnership’s Form 10-K for the fiscal year ended December 31, 2013 and any subsequently filed form 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; changes in the price and availability of natural gas or electricity; changes in prevailing economic conditions; and difficulty collecting receivables. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. The Partnership’s forward looking statements speak only as of the date made and the Partnership undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
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: February 17, 2015 | By: | /s/ Mark C. Skolos | ||||
Mark C. Skolos | ||||||
General Counsel and Secretary | ||||||
Index to Exhibits
Exhibit Number | Exhibit Description | |
99.1 | Press Release dated February 17, 2015 | |