Current Report Filing (8-k)
December 18 2018 - 4:04PM
Edgar (US Regulatory)
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): December 12, 2018
Hi-Crush
Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-35630
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90-0840530
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1330 Post Oak Blvd, Suite 600
Houston, Texas 77056
(Address of principal executive offices and zip code)
(713)
980-6200
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On December 12, 2018, Scott J. Preston, the Chief Operating Officer of
Hi-Crush
GP LLC, the general partner of
Hi-Crush
Partners LP (the Partnership), who was then on a temporary leave of absence from the Partnership, departed the
Partnership. Mr. Preston and the Partnership have entered into a Separation Agreement, dated December 12, 2018 (the Separation Agreement), to specify the terms of his departure from the Partnership.
Pursuant to the Separation Agreement and generally consistent with Mr. Prestons employment agreement, Mr. Preston will be entitled to each of
the following items:
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a
lump-sum
payment, payable within 30 days after the separation, of
$900,000;
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payment by the Partnership for COBRA insurance coverage for Mr. Preston and his covered dependents up to and
including December 2019; and
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a waiver of the Partnerships right to repayment of certain relocation expenses paid on
Mr. Prestons behalf.
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In addition, Mr. Preston forfeited phantom units granted to him under the Partnerships
long-term incentive plan in accordance with the plan.
The Separation Agreement contains bilateral
non-disparagement
obligations, and Mr. Preston remains subject to the confidentiality,
non-solicitation
and
non-compete
covenants contained in his employment agreement. The Separation Agreement also contain customary releases and a covenant not to sue the Partnership or its affiliates.
Pending appointment of a new Chief Operating Officer, Robert E. Rasmus, the Partnerships Chief Executive Officer, will assume the responsibilities of
Chief Operating Officer.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Hi-Crush
Partners LP
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By:
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Hi-Crush
GP LLC, its general partner
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Date: December 18, 2018
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By:
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/s/ Laura C. Fulton
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Name:
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Laura C. Fulton
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Title:
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Chief Financial Officer
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