Item 7.01 Regulation FD Disclosure.
Cleansing Materials
As previously reported, on July 12, 2020 Hi-Crush Inc. (the "Company") and each
of its direct and indirect wholly-owned subsidiaries commenced voluntary cases
(the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code.
Prior to July 12, 2020, the Company engaged in negotiations (the "Negotiations")
with certain of its creditors and other third parties regarding a possible
transaction in respect of the Company's indebtedness. In connection with the
Negotiations, the Company provided certain such creditors and third parties
certain confidential and proprietary information regarding the Company. The
Negotiations have concluded. In connection with the Negotiations, the Company
agreed with certain such creditors to provide certain information publicly and
is making the disclosures in this Item 7.01 and attached as Exhibit 99.1 to this
report in accordance with such agreements.
The information contained in this Item 7.01, including in Exhibit 99.1, shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company's filings under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a filing.
Preliminary Financial Data and Financial Projections
The information in Exhibit 99.1 includes certain unaudited financial data that
is preliminary and may change, including for all periods presented. The
preparation of such preliminary financial data required the Company's management
to make estimates and assumptions that affected such financial data. This
preliminary financial data should not be viewed as a substitute for full interim
and annual financial statements that have been prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP") and have been reviewed and/or audited by the Company's auditors. The
information in Exhibit 99.1 also includes certain financial projections that
were not prepared with a view toward public disclosure or compliance with the
published guidelines of the Securities and Exchange Commission (the "SEC") or
the guidelines established by the American Institute of Certified Public
Accountants regarding projections. While presented with numerical specificity,
the financial projections are approximations based upon a variety of estimates
and assumptions subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
Actual results may vary materially from those presented. The financial
projections have not been audited and are not presented in accordance with GAAP.
The inclusion of the financial projections should not be regarded as an
indication that the Company considers the financial projections to be a reliable
prediction of future events, and the financial projections should not be relied
upon as such. The Company does not undertake any obligation to publicly update
the projections to reflect circumstances existing after the date when the
projections were made or to reflect the occurrence of future events, even in the
event that any or all of the assumptions underlying the projections are shown to
be in error. As a result of the foregoing considerations and other limitations,
including those described below under "Forward-Looking Statements," you are
cautioned not to place undue reliance on the financial data included in Exhibit
99.1.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of 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
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"will," "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 the Company's reports filed with
the Securities and Exchange Commission (the "SEC"), including those described
under Item 1A of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2019 and any subsequently filed Form 10-Q or Form 8-K. 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 ability to confirm and consummate a
plan of reorganization in accordance with the terms agreed upon; risks attendant
to the bankruptcy process, including our ability to obtain approvals of the
applicable bankruptcy court ("Bankruptcy Court") with respect to motions filed
in the Chapter 11 Cases, the outcomes of Bankruptcy Court rulings and the
Chapter 11 Cases in general and the length of time that we may be required to
operate in bankruptcy; the effectiveness of the overall restructuring activities
pursuant to the Chapter 11 Cases and any additional strategies that we may
employ to address our liquidity and capital resources; the actions and decisions
of creditors, regulators and other third parties that have an interest in the
Chapter 11 Cases, which may interfere with the ability to confirm and consummate
a plan of reorganization; restrictions on us due to the terms of any
debtor-in-possession credit facility that we will enter into in connection with
the Chapter 11 Cases and restrictions imposed by the Bankruptcy Court; and the
other factors listed in our reports filed with the SEC from time to time. All
forward-looking statements are expressly qualified in their entirety by this
cautionary note. The Company's forward-looking statements speak only as of the
date made and the Company undertakes no obligation to update or revise its
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Hi-Crush Inc. - Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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