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 5, 2019

 

 

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.)

1330 Post Oak Blvd, Suite 600

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

(713) 980-6200

(Registrant’s telephone number, including area code)

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Events

On April 5, 2019, Hi-Crush GP LLC (the “General Partner”), the general partner of Hi-Crush Partners LP (the “Partnership”), mailed a letter from Robert E. Ramus, the Chairman of the board of directors of the General Partner (the “Board”) and the Chief Executive Officer of the Partnership, to certain of the Partnership’s common unitholders (“Unitholders”) that, according to the Partnership’s records, have not provided voting instructions for the special meeting (the “Special Meeting”) at which Unitholders are expected to vote upon a Plan of Conversion pursuant to which the Partnership would effect its proposed conversion from a Delaware limited partnership to a Delaware corporation (the “Conversion”). Among other things, the letter requests that the Unitholders receiving the letter cast their votes for the Special Meeting and advises that the independent proxy advisory firms and the Board have each recommended that Unitholders vote in favor of the Conversion. The letter to Unitholders has been posted to the Partnership’s website (www.hicrush.com) and is being filed with this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number

  

Exhibit Description

99.1    Letter to Unitholders dated April 4, 2019.

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: April 5, 2019     By:   /s/ Laura C. Fulton
      Laura C. Fulton
      Chief Financial Officer

Exhibit 99.1

 

LOGO

April 4, 2019 Dear Unitholder, According to our latest records, we have not yet received your voting instructions for the Special Meeting of Unitholders of Hi-Crush Partners LP (NYSE: HCLP) (“Hi-Crush”) to be held on April 11, 2019. Your vote is extremely important. You recently received the proxy statement, dated February 20, 2019, relating to the proposal to approve the Hi-Crush Plan of Conversion (“Conversion”) from an MLP to a C-Corporation. Should you need another copy of the proxy statement, please contact Georgeson at 1-877-797-1153. The independent proxy advisory firms that advise institutional investors on how to vote their units are recommending a vote in favor of Conversion. Both Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have recommended that Unitholders vote FOR the Conversion. In addition, the GP Board unanimously recommends that the Unitholders vote FOR the approval of the Conversion, FOR the approval of the new equity incentive plan and FOR the adjournment of the special meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to approve the Conversion or the Long-Term Incentive Plan. There are also no tax impacts resulting from the proposed Conversion. Please help us avoid the expense of further solicitation by casting your vote today. You may vote via the telephone, Internet, or by signing, dating, and returning the enclosed proxy card. Your vote is important, and we urge you to vote. If you have any questions, please contact Georgeson, which is assisting Hi-Crush with the solicitation of proxies, toll-free at 1-877-797-1153. Thank you for voting. Sincerely, Robert E. Rasmus Chairman, Hi-Crush GP LLC