Form 8-K Emerge Energy Services For: Jan 23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM�8-K
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CURRENT REPORT PURSUANT TO SECTION�13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January�23, 2015
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Emerge Energy Services LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35912 |
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90-0832937 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation or |
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File Number) |
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Identification No.) |
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180 State Street, Suite�225
Southlake, Texas 76092
(Address of principal executive office) (Zip Code)
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(817) 865-5830
(Registrants� telephone number, including area code)
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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:
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o��������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
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o��������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o��������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
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o��������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure.
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On January�23, 2015, Emerge Energy Services LP (�EMES�) issued a press release announcing the declaration of its quarterly cash distribution.� A copy of the press release is furnished as Exhibit�99.1 hereto and incorporated herein by reference.
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The information contained in this Item 7.01, including Exhibit�99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed �filed� for the purpose of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�). In addition, none of such information shall be incorporated by reference in any filing made by EMES under the Exchange Act or the Securities Act of 1933, as amended, except to the extent specifically referenced in any such filings.
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Item 9.01 Financial Statements and Exhibits.
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(d)�Exhibits
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99.1��������������������������� Press Release of Emerge Energy Services LP, dated January�23, 2015
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SIGNATURES
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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.
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Emerge Energy Services LP | ||
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By: |
Emerge Energy Services GP LLC, | |
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its general partner | |
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Dated: January�23, 2015 |
By: |
/s/ Rick Shearer | |
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Name: |
Rick Shearer |
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Title: |
Chief Executive Officer |
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EXHIBIT�INDEX
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Exhibit |
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Description |
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99.1 |
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Press Release of Emerge Energy Services LP, dated January�23, 2015 |
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Exhibit�99.1
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Emerge Energy Services LP Declares Fourth Quarter Cash Distribution and Announces Date for Earnings Release
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Southlake, Texas � January�23, 2015 � Emerge Energy Services LP (�Emerge Energy�) today announced that the board of directors of its general partner has declared a cash distribution of $1.41 for the fourth quarter of 2014. This distribution represents a 2% increase over the third quarter 2014 distribution of $1.38 per unit and a 41% increase over the fourth quarter 2013 distribution of $1.00 per unit.� The distribution will be paid on February�13, 2015 to all unitholders of record as of February�5, 2015.
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Based on current market conditions, Emerge Energy is also revising its full year distribution guidance for the year ending December�31, 2015 to $5.25 to $6.00 per unit.
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Emerge Energy today also announced it will release its fourth quarter and year end 2014 results on Monday, March�2, 2015.� A conference call to discuss the fourth quarter and year end 2014 financial and operating results will be held on Monday, March�2, 2015 at 10�a.m. CDT. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing (800) 798-2864 or (617) 614-6206 and entering pass code 32273070. An audio webcast of the call will be available at www.emergelp.com within the Investor Relations portion of the website under the Webcasts�& Presentations section. A replay will be available by audio webcast and teleconference from 2:00�p.m. CDT on March�2 through 11:59�p.m. CDT on March�9, 2015. The replay teleconference will be available by dialing (888) 286-8010 or (617) 801-6888 and the reservation number 13546219.
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This release is intended to be a qualified notice under Treasury Regulation Section�1.1446-4(b). Brokers and nominees should treat one hundred percent of Emerge Energy�s distributions to foreign investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Emerge Energy�s distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate.
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About Emerge Energy Services LP
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Emerge Energy Services LP (NYSE: EMES) is a growth-oriented limited partnership engaged in the businesses of mining, producing, and distributing silica sand, a key input for the hydraulic fracturing of oil and natural gas wells.� Emerge Energy also processes transmix, distributes refined motor fuels, operates bulk motor fuel storage terminals, and provides complementary fuel services.� Emerge Energy operates its sand segment through its subsidiary Superior Silica Sands LLC and its fuel segment through its subsidiaries Direct Fuels LLC and Allied Energy Company LLC.
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Forward-Looking Statements
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This release contains certain statements that are �forward-looking statements.� These statements can be identified by the use of forward-looking terminology including �may,� �believe,� �will,� �expect,� �anticipate,� or �estimate.� These forward-looking statements involve risks and uncertainties, and there can be no assurance that actual results will not differ materially from those expected by management of Emerge Energy.� When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Emerge Energy�s annual report on Form�10-K. The risk factors and other factors noted in the annual report could cause its actual results to differ materially from those contained in any forward-looking statement.� Except as required by law, Emerge Energy does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur after the date hereof.
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PRESS CONTACT
Robert Lane
(817) 865-2541
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