Houston, Texas, February 24, 2017 - Hi-Crush Partners LP (NYSE: HCLP), "Hi-Crush" or the "Partnership", today announced that it has priced a primary public offering of 20,500,000 units representing limited partnership interests in the Partnership (the "common units") for total gross proceeds (before underwriters' compensation and estimated expenses) of approximately $369 million. In connection with the offering, the Partnership granted the underwriters a 30-day option to purchase up to an additional 3,075,000 common units on the same terms. The underwriters intend to offer the common units to be sold in the offering from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The Partnership intends to use the net proceeds from this offering to fund the purchase price of the previously announced acquisitions of Hi-Crush Whitehall LLC, 2% of the outstanding membership interests in Hi-Crush Augusta LLC and additional properties located near Whitehall and a portion of the purchase price of Permian Basin Sand Company LLC.
Credit Suisse Securities (USA) LLC and Mizuho Securities USA Inc. are acting as joint book-running managers for the offering. UBS Securities LLC is also acting as a book-runner for the offering.
The offering is being made pursuant to an effective shelf registration statement of the Partnership previously filed with the Securities and Exchange Commission (the "SEC"). The offering may be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement for the offering and the accompanying prospectus may be obtained by sending a request to: Credit Suisse Securities (USA) LLC, Prospectus Department (1-800-221-1037), One Madison Avenue, New York, New York 10010 or by email at firstname.lastname@example.org or Mizuho Securities USA Inc., Attn: Equity Capital Markets (212) 205-7600, 320 Park Avenue, 12th floor, New York, NY 10022.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Hi-Crush is an integrated producer, transporter, marketer and distributor of high-quality monocrystalline sand, a specialized mineral that is used as a proppant to enhance the recovery rates of hydrocarbons from oil and natural gas wells. Our reserves, which are located in Wisconsin, consist of "Northern White" sand, a resource that exists predominately in Wisconsin and limited portions of the upper Midwest region of the United States. Hi-Crush owns and operates the largest distribution network in the Marcellus and Utica shales, and has distribution capabilities throughout North America.
Some of the information in this news release may contain forward-looking statements. 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," "forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "could," "believe," "project," "budget," "potential," 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 1A of Hi-Crush's Form 10-K for the year ended December 31, 2015 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 litigation, claims or assessments, including unasserted claims; 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. 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.