--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-031090" form_type: "8-K" ticker: "AESI" cik: "0001984060" company_name: "Atlas Energy Solutions Inc." filed_at: "2024-03-05T23:59:59+00:00" generated_at: "2026-06-05T04:16:04.909348+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Atlas Energy closes Hi-Crush acquisition for $140M cash, 9.7M shares, $111.8M note; promotes John Turner to CEO ## Summary - Acquired Hi-Crush's Permian proppant/logistics assets; combined annual capacity ~28M tons. - Consideration: $140.1M cash, 9.7M Atlas shares (90-day lock-up), $111.8M secured PIK note due Jan 2026. - John Turner named CEO effective March 6; Bud Brigham moves to Executive Chairman. - Turner remains CFO during external search; Brigham to focus on innovation and strategy. - ABL revolver raised from $75M to $125M, maturity to 2029; new $150M delayed-draw term loan at 10.86%. ## SEC filing metadata - accession: 0001104659-24-031090 - form_type: 8-K - ticker: AESI - cik: 0001984060 - company_name: Atlas Energy Solutions Inc. - filed_at: 2024-03-05T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/tm247972d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-031090 - JSON: https://secwatch.observer/filing/0001104659-24-031090.json - Plain text: https://secwatch.observer/filing/0001104659-24-031090.txt ## Key facts - Debt Financings Atlas Energy Solutions Inc. incurred debt of original aggregate principal amount of $111.8 million with Hi-Crush Stockholders at 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind maturing January 31, 2026. - Principal: original aggregate principal amount of $111.8 million - Counterparty: Hi-Crush Stockholders - Rate: 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind - Maturity: January 31, 2026 - Event: incurrence source text: Purchaser issued the Deferred Cash Consideration Note in favor of the Hi-Crush Stockholders in the original aggregate principal amount of $111.8 million and payable in cash or in kind, at Purchaser's election. The Deferred Cash Consideration Note will mature on January 31, 2026 and will bear interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind. evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - Debt Financings Atlas Energy Solutions Inc. amended credit facility of increased the revolving credit commitment amount under the ABL Credit Agreement from $75 million to $125 million with Bank of America, N.A. at Not explicitly stated maturing extended the maturity date of the ABL Credit Agreement from February 22, 2028 to February 26, 2029. - Instrument: credit facility - Principal: increased the revolving credit commitment amount under the ABL Credit Agreement from $75 million to $125 million - Counterparty: Bank of America, N.A. - Rate: Not explicitly stated - Maturity: extended the maturity date of the ABL Credit Agreement from February 22, 2028 to February 26, 2029 - Event: amendment source text: Among other things, the ABL Amendment (a) increased the revolving credit commitment amount under the ABL Credit Agreement from $75 million to $125 million and extended the maturity date of the ABL Credit Agreement from February 22, 2028 to February 26, 2029 and (b) modified certain other terms of the ABL Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - M&A Transactions Atlas Energy Solutions Inc. completed an acquisition involving Hi-Crush Inc. for cash consideration of $140.1 million, 9.7 million shares of Atlas’s Common Stock, and a secured PIK toggle seller note in an initial aggregate principle amount (closed 2024-03-05). - Action: acquisition - Counterparty: Hi-Crush Inc. - Consideration: cash consideration of $140.1 million, 9.7 million shares of Atlas’s Common Stock, and a secured PIK toggle seller note in an initial aggregate principle amount - Closing: 2024-03-05 source text: pursuant to which Atlas acquired substantially all of Hi-Crush’s Permian Basin proppant production and logistics businesses and operations in exchange for (i) cash consideration of $140.1 million, (ii) 9.7 million shares of Atlas’s Common Stock evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - Material Agreements Atlas Energy Solutions Inc. entered into Registration Rights and Lock-Up Agreement with certain Hi-Crush Stockholders valued at Registration rights and lock-up obligations; 90-day lock-up period; demand and piggyback rights (effective 2024-03-05). - Action: entry - Counterparty: certain Hi-Crush Stockholders - Value: Registration rights and lock-up obligations; 90-day lock-up period; demand and piggyback rights - Effective: 2024-03-05 source text: On March 5, 2024, in connection with the Closing, the Company entered into a registration rights and lock-up agreement (the “ Registration Rights and Lock-Up Agreement ”) with certain of the Hi-Crush Stockholders identified on the signature pages thereto (the “ Registration Rights and Lock-Up Parties ”) that provides, among other things, that the Company (a) will, no later than the later of (1) April 1, 2024, and (2) fifteen business days after the date on which audited carveout financial statements and a reserve report of Hi-Crush are delivered to the Company, file with the U.S. Securities and Exchange Commission (the “ SEC ”) a registration statement registering for resale the Common Stock comprising the Stock Consideration that was issued in connection with the Transaction and (b) granted the Registration Rights and Lock-Up Parties certain customary demand and piggyback rights with respect to underwritten offerings. evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - Material Agreements Atlas Energy Solutions Inc. entered into Deferred Cash Consideration Note with Hi-Crush Stockholders valued at Original principal amount of $111.8 million; maturity January 31, 2026; interest 5.00% cash or 7.00% (effective 2024-03-05). - Action: entry - Agreement: notes offering - Counterparty: Hi-Crush Stockholders - Value: Original principal amount of $111.8 million; maturity January 31, 2026; interest 5.00% cash or 7.00% - Effective: 2024-03-05 source text: In accordance with the Merger Agreement, Purchaser issued the Deferred Cash Consideration Note in favor of the Hi-Crush Stockholders in the original aggregate principal amount of $111.8 million and payable in cash or in kind, at Purchaser’s election. evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - Material Agreements Atlas Energy Solutions Inc. amended First Amendment to ABL Credit Agreement with Bank of America, N.A. as administrative agent valued at Increased revolving commitment from $75 million to $125 million; extended maturity from February 22, (effective 2024-02-26). - Action: amendment - Agreement: credit facility - Counterparty: Bank of America, N.A. as administrative agent - Value: Increased revolving commitment from $75 million to $125 million; extended maturity from February 22, - Effective: 2024-02-26 source text: The ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023 (the “ ABL Credit Agreement ”), among Purchaser, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time and the ABL Agent. Among other things, the ABL Amendment (a) increased the revolving credit commitment amount under the ABL Credit Agreement from $75 million to $125 million and extended the maturity date of the ABL Credit Agreement from February 22, 2028 to February 26, 2029 and (b) modified certain other terms of the ABL Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm - Material Agreements Atlas Energy Solutions Inc. amended First Amendment to Term Loan Credit Agreement with Stonebriar Commercial Finance, LLC as administrative agent valued at Incremental delayed draw term loan facility of up to $150 million at interest rate of 10.86% (effective 2024-02-26). - Action: amendment - Agreement: credit facility - Counterparty: Stonebriar Commercial Finance, LLC as administrative agent - Value: Incremental delayed draw term loan facility of up to $150 million at interest rate of 10.86% - Effective: 2024-02-26 source text: The Term Loan Amendment amends that certain Credit Agreement dated as of July 31, 2023 (the “ Term Loan Credit Agreement ”), among Purchaser, the lenders party thereto from time to time and the Term Agent. Among other things, the Term Loan Amendment (a) provided an incremental delayed draw term loan facility in the aggregate principle amount of up to $150 million at an interest rate of 10.86% and (b) modified certain other terms of the Term Loan Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1984060/000110465924031090/0001104659-24-031090-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.