Atlas Sand Company, LLC entered into a definitive agreement to acquire Permian Basin proppant production assets and North American logistics operations from Hi-Crush Inc. for approximately $450 million on February 26, 2024. Under the terms and conditions of the Merger Agreement, the aggregate consideration to be paid to the Hi-Crush Stockholders in the Transaction will consist of (i) cash consideration of $150 million to be paid at the closing of the Transaction, (ii) 9.7 million shares of Atlas?s Common Stock, par value $0.01 per share, issued at Closing , and (iii) a secured PIK toggle seller note in an initial aggregate principle amount of $125 million with a final maturity date of January 31, 2026, in each case, subject to customary closing adjustments. The transaction was financed using $150 million of term loan and $125 million of secured seller's note.

Upon consummation of the Transaction, the Hi-Crush Stockholders will collectively own approximately 8.8% of the Company?s outstanding Common Stock. The transaction was approved by Atlas and Hi-Crush board of directors. The transaction is subject to the approval of Hi-Crush's shareholders.

The transaction is expected to close in the first quarter of 2024. Danielle Patterson, Thomas Zentner, David Peck, Allyson Seger, Erec Winandy, Randy Aman, Sean Becker, David D?Alessandro, Missy Spohn, Rajesh Patel, Sarah Mitchell, Ken Adler, David Meyer, Jessica Pete, Hill Wellford, Kara Kuritz, Nick Shum, Matt Dobbins, Elizabeth McIntyre, Brian Howard and Alexander Baker of Vinson & Elkins LLP acted as legal advisor to Atlas. James Marshall of Baker Botts L.L.P. acted as legal advisor to Hi-Crush.

Piper Sandler & Co. acted as financial advisor to Atlas. Goldman Sachs & Co.

LLC acted as financial advisor to Atlas. Moelis & Company acted as financial advisor to Hi-Crush.