Hi-Crush Partners LP (Form: 8-K, Received: 05/23/2019 16:34:45)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2019

_______________________________

Hi-Crush Partners LP

(Exact name of registrant as specified in its charter)

_______________________________

(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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol	Name of each exchange on which registered
Common units representing limited partnership interests	HCLP	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders

On May 22, 2019, Hi-Crush Partners LP (the "Partnership") held a special meeting of its unitholders (the "Special Meeting") at 1330 Post Oak Boulevard, Houston, Texas 77056. At the Special Meeting, the Partnership’s unitholders voted on and approved matters relating to the proposed conversion of the Partnership (the "Conversion") from a Delaware limited partnership to a Delaware corporation named "Hi-Crush Inc." (the "Corporation"), which included proposals (i) to approve the Plan of Conversion that provides for and sets forth matters related to the Conversion (the "Plan of Conversion Proposal"), (ii) to approve the Hi-Crush Inc. Long Term Incentive Plan (the "LTIP"), a new long-term incentive plan of the Corporation to be in effect following the consummation of the Conversion to make incentive compensation awards to directors, officers and other employees of the Corporation (the "LTIP Proposal") and (iii) to approve, if necessary, the adjournment of the Special Meeting to a later date to solicit additional proxies in the event are insufficient votes in favor of the Plan of Conversion Proposal or the LTIP Proposal (the "Adjournment Proposal").

Prior to the Special Meeting, the Partnership delivered a definitive proxy statement (the "Proxy Statement") to its unitholders describing and providing information relating to the Special Meeting, the Conversion, the Plan of Conversion Proposal, the LTIP, the LTIP Proposal and the Adjournment Proposal. The Proxy Statement was filed by the Partnership with the U.S. Securities and Exchange Commission on February 20, 2019.

As disclosed in the Proxy Statement, as of the close of business on February 19, 2019, the record date for the Special Meeting, there were 101,062,399 common units representing limited partner interests in the Partnership ("common units") outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 59,557,199 common units were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting. The following summarizes the final voting results for the Special Meeting proposals, each of which is more fully described in the Proxy Statement:

1. Plan of Conversion Proposal . The Partnership’s unitholders approved the Plan of Conversion, which constituted approval of the Conversion. The voting results were as follows:



VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
56,309,980	2,569,557	677,662

2. LTIP Proposal . The Partnership’s unitholders approved the LTIP Proposal. The voting results were as follows:



VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
47,296,522	9,261,086	2,999,585

Adjournment Proposal . Because the Partnership’s unitholders approved the Plan of Conversion Proposal and the LTIP Proposal, the Adjournment Proposal was not called at the Special Meeting.

Item 8.01 Other Events

On May 22, 2019, the Partnership issued a press release announcing the results of the Special Meeting and expected closing date of the Conversion. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits



Exhibit Number		Exhibit Description
99.1		Press Release dated May 22, 2019.

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:	May 23, 2019	By:	/s/ Laura C. Fulton
			Laura C. Fulton
			Chief Financial Officer

Hi-Crush Partners LP Unitholders Approve Conversion to a C-Corporation to Be Named Hi-Crush Inc.

Conversion expected to enable further diversification, enhance growth potential and expand shareholders’ rights

Hi-Crush Inc.’s common stock to begin trading under the ticker symbol HCR on the New York Stock Exchange on June 3, 2019

Houston, Texas - May 22, 2019 - 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.

Hi-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.

Caldwell Bailey, Lead Investor Relations Analyst

Marc Silverberg, ICR

Source: Hi-Crush Partners LP