Hi-Crush Partners LP (NYSE: HCLP), "Hi-Crush" or the "Partnership,"
today announced that it has set a record date of February 19, 2019
for and in advance of a special meeting of its unitholders with
respect to the proposed conversion of Hi-Crush from a Delaware
limited partnership to a Delaware corporation (the "Conversion").
The date, time and location of the special meeting will be
announced when it is set by the Board of Directors. The Partnership
has filed a preliminary proxy statement regarding the special
meeting with the U.S. Securities and Exchange Commission (the
"SEC").
The Partnership’s unitholders of record at the
close of business on February 19, 2019 will be entitled to receive
notice of the special meeting and to vote at the special meeting.
Subject to receipt of unitholder approval, the Partnership
currently expects to complete the Conversion shortly following
conclusion of the special meeting. Upon completion of the
Conversion, Hi-Crush is expected to be renamed "Hi-Crush Inc." and
its common stock will be listed for trade on the New York Stock
Exchange under the ticker symbol "HCR."
About Hi-Crush
Hi-Crush is a fully integrated, strategic
provider of proppant and logistics solutions to the North American
petroleum industry. We provide mine-to-wellsite logistics services
that optimize proppant supply to customers in all major oil and gas
basins in the United States, and own and operate multiple frac sand
mining facilities and in-basin terminals. 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.
No Solicitation
This communication relates to the Conversion.
This communication is for informational purposes only and does not
constitute a solicitation of any vote or approval, in any
jurisdiction, pursuant to the Conversion or otherwise.
Important Additional
Information
In connection with the Conversion, the
Partnership has filed with the SEC a proxy statement. The
Conversion will be submitted to Partnership’s unitholders for their
consideration. The Partnership may also file other documents with
the SEC regarding the Conversion. The definitive proxy statement
will be sent to the unitholders of the Partnership. This document
is not a substitute for the proxy statement that will be filed with
the SEC or any other documents that the Partnership may file with
the SEC or send to unitholders of the Partnership in connection
with the Conversion. INVESTORS AND SECURITY HOLDERS OF THE
PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT THAT HAS BEEN
FILED REGARDING THE CONVERSION AND ALL OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
CONVERSION AND RELATED MATTERS.
Investors and security holders are able to
obtain free copies of proxy statement and all other documents filed
or that will be filed with the SEC by the Partnership through the
website maintained by the SEC at http://www.sec.gov. Copies of
documents filed with the SEC by the Partnership will be made
available free of charge on the Partnership’s website at
www.hicrush.com, under the heading "Investors," or by directing a
request to Investor Relations, Hi-Crush Partners LP, 1330 Post Oak
Blvd., Suite 600, Houston, TX 77056, Tel. No. (713) 980-6270.
Participants in the
Solicitation
The Partnership is managed and operated by the
board of directors and executive officers of its general partner,
Hi-Crush GP LLC (our "General Partner"). The Partnership, our
General Partner and our General Partner’s directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect to the Conversion.
Information regarding our General Partner’s
directors and executive officers is contained in the Partnership’s
Annual Report on Form 10-K for the 2017 fiscal year filed with the
SEC on February 20, 2018, and certain of its Current Reports on
Form 8-K. You can obtain a free copy of these documents at the
SEC’s website at http://www.sec.gov or by accessing the
Partnership’s website at www.hicrush.com.
Investors may obtain additional information
regarding the interests of those persons and other persons who may
be deemed participants in the Conversion by reading the proxy
statement regarding the Conversion. You may obtain free copies of
this document as described above.
Forward-Looking Statements and
Cautionary Statements
The foregoing contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. All statements, other than
statements of historical fact, included in this communication that
address activities, events or developments that the Partnership
expects, believes or anticipates will or may occur in the future
are forward-looking statements. Words such as "estimate,"
"project," "predict," "believe," "expect," "anticipate,"
"potential," "create," "intend," "could," "may," "foresee," "plan,"
"will," "guidance," "look," "outlook," "goal," "future," "assume,"
"forecast," "build," "focus," "work," "continue" or the negative of
such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking statements.
However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
the Conversion, descriptions of the post-Conversion company and its
operations, transition plans, opportunities and anticipated future
performance. There are a number of risks and uncertainties that
could cause actual results to differ materially from the
forward-looking statements included in this communication. These
include the expected timing and likelihood of completion of the
Conversion, the occurrence of any event, change or other
circumstances that could give rise to the abandonment of the
proposed Conversion, the possibility that unitholders of the
Partnership may not approve the Conversion, risks related to
disruption of management time from ongoing business operations due
to the Conversion, the risk that any announcements relating to the
Conversion could have adverse effects on the market price of the
Partnership’s common units, the risk that the Conversion and its
announcement could have an adverse effect on the ability of the
Partnership to retain customers and retain and hire key personnel
and maintain relationships with their suppliers and customers and
on their operating results and businesses generally, the risk the
pending Conversion could distract management of the Partnership and
that the Partnership will incur substantial costs, the risk that
problems arise that may result in the post-Conversion company not
operating as effectively and efficiently as expected, the risk that
the post-Conversion company may be unable to achieve expected
benefits of the Conversion or it may take longer than expected to
achieve those benefits and other important factors that could cause
actual results to differ materially from those projected. All such
factors are difficult to predict and are beyond the Partnership’s
control, including those detailed in the Partnership’s annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K that are available on its website at
www.hicrush.com and on the SEC’s website at http://www.sec.gov. All
forward-looking statements are based on assumptions that the
Partnership believes to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and the Partnership undertakes no
obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Investor contact:Caldwell
Bailey, Lead Investor Relations AnalystMarc Silverberg,
ICRir@hicrush.com(713) 980-6270
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