Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Hi-Crush Inc. | exhibit312-q21610xqa.htm |
| EX-31.1 - EXHIBIT 31.1 - Hi-Crush Inc. | exhibit311-q21610xqa.htm |
| EX-10.2 - EXHIBIT 10.2 - Hi-Crush Inc. | exhibit102wftagreement_10-.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2016
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 001-35630
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
Delaware | 90-0840530 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Three Riverway, Suite 1350 | |
Houston, Texas | 77056 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (713) 980-6200
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
(Do not check if a smaller reporting company.) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No
As of July 26, 2016, there were 49,139,227 common units outstanding.
EXPLANATORY NOTE
Hi-Crush Partners LP (the “Partnership”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Form 10-Q”), as originally filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2016 (the “Original Filing Date”). This Amendment No. 1 is being filed solely to amend Exhibit 10.2 (the “Exhibit”) originally filed with the Form 10-Q. The Partnership had sought confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for portions of the Exhibit and, following correspondence and conversations with the Staff of the Commission’s Division of Corporate Finance, is re-filing the Exhibit with less information redacted. The Exhibit filed herewith supersedes in its entirety the Exhibit originally filed with the Form 10-Q. Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in the Form 10-Q. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Form 10-Q.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Partnership's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) of the Exchange Act. The Partnership is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 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 hereunto duly authorized.
Hi-Crush Partners LP | |||||
By: | Hi-Crush GP LLC, its general partner | ||||
Date: | October 28, 2016 | By: | /s/ Laura C. Fulton | ||
Laura C. Fulton | |||||
Chief Financial Officer | |||||
INDEX TO EXHIBITS
Exhibit Number | Description | |
3.1 | Certificate of Limited Partnership of Hi-Crush Partners LP (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, Registration No. 333-182574, filed with the SEC on July 9, 2012). | |
3.2 | Second Amended and Restated Agreement of Limited Partnership of Hi-Crush Partners LP, dated January 31, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2013). | |
10.1 | Third Amendment, dated April 28, 2016, by and among Hi-Crush Partners LP, as borrower, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on April 28, 2016). | |
10.2* | Letter Agreement, dated May 13, 2016, by and between Hi-Crush Operating LLC and Weatherford U.S., L.P. | |
23.1 | Consent of John T. Boyd Company (incorporated by reference to Exhibit 23.2 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 23, 2016). | |
31.1 | Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith. | |
31.2 | Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer, filed herewith. | |
32.1† | Statement required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer. | |
32.2† | Statement required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Financial Officer. | |
95.1† | Mine Safety Disclosure Exhibit | |
101† | Interactive Data Files- XBRL | |
* | Parts of the exhibit have been omitted pursuant to a request for confidential treatment. |
† Previously filed or furnished with the Partnership’s Quarterly Report on Form 10-Q for the period ended June 30, 2016 filed on August 2, 2016.