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As filed with the Securities and Exchange Commission on January 12, 2018.

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Vista Proppants and Logistics Inc.

(Exact Name of Registrant as Specified in its Charter)

4413 Carey Street

Fort Worth, Texas 76119

Telephone: (817) 563-3500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kristin Smith

Chief Financial Officer

Vista Proppants and Logistics Inc.

4413 Carey Street

Fort Worth, Texas 76119

Telephone: (817) 563-3500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☒

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 12, 2018

PRELIMINARY PROSPECTUS

            Shares

Vista Proppants and Logistics Inc.

Class A Common Stock

$            per share

This is the initial public offering of shares of Class A common stock of Vista Proppants and Logistics Inc. We are selling                  shares of our Class A common stock. We currently expect the initial public offering price to be between $            and $            per share of Class A common stock. We intend to apply to list our shares of Class A common stock on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “VPRL.”

We have granted the underwriters an option to purchase up to             additional shares of Class A common stock to cover over-allotments.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to certain reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”

Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 23.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Please see the section entitled “Underwriting” for a description of compensation payable to the underwriters.

The underwriters expect to deliver the shares of our Class A common stock on or about                 ,              through the book-entry facilities of The Depositary Trust Company.

Joint Book-Running Managers

Co-Managers

The date of this prospectus is                     ,                  .

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Neither we nor the underwriters have authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Forward-Looking Statements.”

Unless the context suggests otherwise, references in this prospectus to “Vista Proppants and Logistics,” “Vista,” the “Company,” “we,” “us” and “our” refer (1) prior to the consummation of the Offering Transactions described under “Organizational Structure—Offering Transactions,” to Vista Proppants and Logistics, LLC (f/k/a Oilfield Sands Holdings, LLC) (“Vista OpCo”) and its consolidated subsidiaries and (2) after the Offering Transactions described under “Organizational Structure—Offering Transactions,” to Vista Proppants and Logistics Inc. and its consolidated subsidiaries. Gary B. Humphreys, our co-founder and Chief Executive Officer, and Martin W. Robertson, our co-founder, President and Chief Operating Officer, together with their respective affiliates, are referred to collectively as our “Founders.” Investment funds or vehicles associated with or designated by First Reserve Management L.P., are referred to herein as “First Reserve” or “our Sponsor.” We refer to our Founders and our Sponsor collectively as our “Principal Stockholders,” and to our Principal Stockholders and the management and other equity holders who are the owners of Vista Proppants and Logistics, LLC immediately prior to the Offering Transactions collectively as the “existing owners” or “pre-IPO owners.”

Our business has historically been conducted through three affiliated entities and their respective subsidiaries: (i) Lonestar Prospects, Ltd., a Texas limited partnership (“Lonestar”), was formed on November 3, 2010 and is in the business of mining, processing, transporting and selling industrial sand; (ii) MAALT, LP, a Texas limited partnership (“MAALT”), was formed on August 18, 2004 and specializes in the transloading of

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sand from rail to truck and the implementation of frac sand logistics solutions focused on the transportation of sand from in-basin terminals to the wellhead; and (iii) Maalt Specialized Bulk, LLC, a Texas limited liability company (“Bulk”), was formed on June 30, 2011 and provides commercial trucking services through its fleet of commercial trucks, trailers and related assets, used in the transport of frac sand and related commodities. Lonestar is our predecessor for accounting purposes.

On March 20, 2017, our pre-IPO owners completed a transaction in which Lonestar, MAALT and Bulk were acquired by a newly formed holding company, Vista OpCo. More specifically, Lonestar Prospects Holding Company, L.L.C. (“LS Holdings”), which was the 100% owner of Vista OpCo and Lonestar prior to the transaction, contributed its ownership interests in Lonestar to Vista OpCo in exchange for newly issued common units in Vista OpCo. Additionally, the owners of MAALT and Bulk, who also held a significant ownership interest in LS Holdings, contributed their ownership interests in each entity to Vista OpCo in exchange for newly issued common units in Vista OpCo. While LS Holdings, MAALT and Bulk had similar ownership prior to the transaction, they were not under common control. Finally, an affiliate of First Reserve Management, L.P. (“First Reserve”) purchased certain outstanding common units in Vista OpCo from existing owners and also made a cash capital contribution to Vista OpCo in exchange for newly issued common units in Vista OpCo. We refer to this transaction in this prospectus as the “March 2017 Transaction.”

On August 25, 2017, we leased property in Gonzales, Texas on which we expect to construct a rail-to-truck transload terminal, which we currently anticipate completing by the end of the first quarter of 2018 for an estimated cost of approximately $0.4 million. Unless indicated otherwise, information in this prospectus as to the number of terminals in our network of transload terminals includes and assumes the completion of the Gonzales, Texas facility. We cannot guarantee that the construction of the Gonzales, Texas facility will be completed on schedule or at the estimated cost. See “Risk Factors—Risks Related to Our Business and Industry—Our facility currently under development, the construction of other new assets, or the expansion or modification of existing assets may not result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition.”

The sums or percentages, as applicable, of certain tables and charts included in this prospectus may not foot due to rounding.

Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional              shares of Class A common stock from us and that the shares of Class A common stock to be sold in this offering are sold at $        per share of Class A common stock, which is the midpoint of the price range indicated on the front cover of this prospectus.

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RISK FACTORS

An investment in shares of our Class A common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our Class A common stock.

Risks Related to Our Business and Industry

Our business and financial performance depend on the level of activity in the oil and natural gas industries and the price of oil and natural gas.

Approximately 97% of our revenues for the year ended December 31, 2016 were derived from sales to companies in the oil and gas industry. As a result, our operations are materially dependent on the levels of activity in oil and natural gas exploration, development and production. More specifically, the demand for the frac sand we produce is closely related to the number of oil and natural gas wells completed in geological formations where sand-based proppants are used in fracture treatments. These activity levels are affected by both short- and long-term trends in oil and natural gas prices, among other factors. In recent years, oil and natural gas prices and, therefore, the level of exploration, development and production activity, have experienced significant fluctuations. Worldwide economic, political and military events, including war, terrorist activity, events in the Middle East and initiatives by the Organization of the Petroleum Exporting Countries (“OPEC”), have contributed, and are likely to continue to contribute, to price volatility. A prolonged reduction in oil and natural gas prices would generally depress the level of oil and natural gas exploration, development, production and well completion activity and result in a corresponding decline in the demand for the frac sand we produce. Such a decline could result in us selling fewer tons of frac sand at lower prices or selling lower priced products, which would have a material adverse effect on our results of operations and financial condition. When demand for frac sand increases, there may not be a corresponding increase in the prices for our products or our customers may not switch back to higher priced products, which could have a material adverse effect on our results of operations and financial condition. According to Rystad Energy, the average price of frac sand delivered into the Eagle Ford and Permian Basin in 2014 was approximately $97 per ton, compared to approximately $52 per ton in 2016. As activity has recovered during the first nine months of 2017, the average price of delivered frac sand has increased to approximately $60 per ton, recovering only a portion of the previous price decrease. In addition, any future decreases in the rate at which oil and natural gas reserves are discovered or developed, whether due to increased governmental regulation, limitations on exploration and drilling activity, including hydraulic fracturing, or other factors, could have a material adverse effect on our business and financial condition, even in a stronger oil and natural gas price environment.

Increasing logistics costs, a lack of dependability or availability of transportation services or infrastructure, and geographic shifts in demand could have a material adverse effect on our business.

Transportation and handling costs are a significant component of the total delivered cost of our products. As we continue to expand our sand-based proppant production, we may decide to increase investment in transportation infrastructure, including terminals, railcars, trucks and wellsite sand management solutions. We contract with rail services to move sand-based proppants from our production facilities to our internal and third-party distribution terminals. Labor disputes, derailments, adverse weather conditions or other environmental events, increased railcar congestion, and other changes to rail freight systems could interrupt or limit available transportation services or result in a significant increase in transportation service rates. A significant increase in transportation service rates, a reduction in the dependability or availability of transportation, a shift in demand away from areas where we have significant distribution infrastructure, or relocation of our customers’ businesses to areas farther from our mines, processing facilities or transload terminals could impair our ability to deliver our products economically to our customers and to expand our markets. Further, declining volumes could result in additional railcar over-capacity, which would lead to demurrage charges or railcar storage fees while, at the same time, we would continue to incur lease costs for underutilized railcars and railcars in storage, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our operations are dependent on our rights and ability to mine our properties and on our having renewed or received the required permits and approvals from governmental authorities and other third parties.

We hold numerous governmental, environmental, mining and other permits, water rights and approvals authorizing operations at each of our facilities. A decision by a governmental agency or other third party to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to commence or continue operations at the affected facility. Expansion or modification of our existing operations, commencement of operations under development and construction of other new assets are also predicated on securing the necessary environmental and other permits, water rights or approvals, which we may not receive in a timely manner or at all. State and local governments could impose a moratorium on mining operations in certain areas.

Our reserves are leased from third party landowners, and our mining operations are dependent on these leasehold interests. To the extent we are unable to renegotiate for extensions of these leasehold interests or if a third party takes action to suspend these leasehold interests, and we are unable to obtain replacement leasehold or fee interests, our business, financial condition and results of operations could be materially adversely affected.

Title to, and the area of, mineral properties and water rights may also be disputed. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that we, or the owners of our leased mining facilities, do not have title to one or more of our properties or lack appropriate water rights could cause us to lose any rights to explore, develop and extract any minerals on that property, without compensation for our prior expenditures relating to such property. Our business may suffer a material adverse effect in the event one or more of our owned or leased properties are determined to have title deficiencies.

In some instances, we have received access rights or easements from third parties, which allow for a more efficient operation than would exist without the access or easement. A third party could take action to suspend the access or easement, and any such action could be materially adverse to our results of operations or financial condition.

The demand for frac sand fluctuates, which could adversely affect our results of operations.

Demand in the end markets served by our customers is influenced by many factors, including the following:

We cannot predict or control the factors that affect demand for our products. Negative developments in the above factors, among others, could cause the demand for frac sand to decline, which could adversely affect our business, financial condition, results of operations and cash flows.

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Our operations are subject to the cyclical nature of our customers’ businesses, and we may not be able to mitigate that risk.

Demand for our products and services is highly correlated with the activity levels of E&P and oilfield service companies, which has historically been cyclical. During periods of economic slowdown, our customers often reduce their production and also reduce capital expenditures and defer or cancel pending projects. Such developments occur even among customers that are not experiencing financial difficulties. When oil and natural gas prices decrease, as they did from late 2014 to mid-2016, exploration and production companies may reduce their exploration, development, production and well completion activities. The reduced level of such activities could result in a corresponding decline in the demand for frac sand and an oversupply of frac sand. In periods where sources of supply of frac sand exceed market demand, market prices for frac sand may decline and our results of operations and cash flows may decline or be volatile or otherwise adversely affected. Much of our production is sold through long-term contracts with indexes tied to oil prices and, as a result, in periods where market demand exceeds supply of frac sand we may not participate in price increases in full or at all. Weakness in the E&P and oilfield service companies we serve has had, and may in the future have, an adverse effect on sales of our products and our results of operations. An economic downturn in exploration, development, production and well completion activities, or in Texas, the other areas in the United States that we serve or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results.

We may be adversely affected by decreased demand for the finer grade frac sand we produce or the development of either effective alternative proppants or new processes to replace hydraulic fracturing.

Frac sand is a proppant used in the completion and re-completion of oil and natural gas wells through hydraulic fracturing. Frac sand is the most commonly used proppant and is less expensive than ceramic and resin coated proppant, which is also used in hydraulic fracturing to stimulate and maintain oil and natural gas production. Our sand reserves consist of finer grain sizes, measured as either 40/70-mesh, 100-mesh or 200-mesh. A significant shift in demand from the frac sand we produce, or to other proppants, such as ceramic or resin coated proppants, could have a material adverse effect on our financial condition and results of operations. The development and use of other effective alternative proppants, or the development of new processes to replace hydraulic fracturing altogether, could also cause a decline in demand for the frac sand we produce and could have a material adverse effect on our financial condition and results of operations.

Our proppant sales and supply chain solutions offerings are subject to fluctuations in market pricing.

Historically, substantially all of our supply agreements involving the sale and/or transport of sand-based proppants have had market-based pricing mechanisms. Accordingly, in periods with decreasing prices, our results of operations may be lower than if our agreements had fixed prices. In periods with increasing prices, our agreements permit us to increase prices; however, the rate at which we are allowed to increase pricing may lag behind current market pricing at the time. Furthermore, a portion of our contracts allow a customer to purchase volume at contracted pricing levels in quantities exceeding that customer’s contracted minimum take-or-pay purchase requirement. If at any time, the contract price for such customer’s proppant falls below the price of proppant in the then current market environment, the customer’s ability to buy in excess of their minimum take-or-pay requirement may influence our ability to fully capture current market pricings. These pricing provisions may result in significant variability in our results of operations and cash flows from period to period.

Changes in supply and demand dynamics could also impact market pricing for proppants. A number of existing frac sand providers and new market entrants have recently announced reserve acquisitions, processing capacity expansions and greenfield projects. In periods where sources of supply of raw frac sand exceed market demand, market prices for frac sand may decline and our results of operations and cash flows may continue to decline, be volatile, or otherwise be adversely affected.

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Our facility currently under development, the construction of other new assets, or the expansion or modification of existing assets may not result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition.

We are currently developing a new mine site in West Texas, which together with our recently-completed Tolar facility, represents a significant portion of our anticipated future production capacity. Additionally, we recently leased property in Gonzales, Texas on which we expect to construct a rail-to-truck transload terminal, which we currently anticipate completing by the end of the first quarter of 2018 for an estimated cost of approximately $0.4 million. The construction of additions or modifications to our existing facilities and the construction of new facilities generally involve numerous regulatory, environmental, political and legal uncertainties beyond our control and may require the expenditure of significant amounts of capital. If we undertake these projects, they may not be completed on schedule or at the anticipated cost or at all. Moreover, upon the expenditure of future funds on a particular project, our revenues may not increase immediately, or as anticipated, or at all. For instance, we may develop or expand mining properties or transload terminals over an extended period of time and will not receive any material increases in revenues until the projects are completed. Moreover, we may develop or expand mining properties or transload terminals to capture anticipated future growth in a location in which such growth does not materialize. As we are not engaged in the hydraulic fracturing process, we may be unable to accurately predict the extent of drilling and completion activities to take place in future periods. To the extent we rely on estimates of future levels of drilling and completion activity in any decision to develop or expand mining properties or transload terminals, such estimates may prove to be inaccurate because there are numerous uncertainties inherent in forecasting the levels of drilling and completion activity. As a result, new or expanded mining properties or transload terminals may not be able to attract enough throughput to achieve our expected investment return, which could adversely affect our results of operations and financial condition. Additionally, substantial investments in transportation infrastructure may be required to effectively execute the capacity expansion, and we may not be successful in expanding our logistical capabilities to accommodate the additional production capacity. Locations where we expand may not have existing access to electricity, gas or water, and obtaining access may be costly and prolonged.

Our assets require capital for maintenance, upgrades and refurbishment and may require significant capital expenditures for new equipment.

Our sand mines, transload terminals and trucking assets require capital investment in maintenance, upgrades and refurbishment to maintain their usefulness and competitiveness. The costs of components and labor have increased in the past and may increase in the future with increases in demand. Any maintenance, upgrade or refurbishment of our assets could increase our indebtedness or reduce cash available for other opportunities. To the extent we are unable to fund such undertakings, our assets may become less productive over time. Additionally, competition or advances in technology within our industry may require us to update or replace existing components or build or acquire new facilities. Such demands on our capital or reductions in demand for our products and services and the increase in cost of labor necessary for such maintenance and improvement, in each case, could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and may increase our costs.

Our future performance will depend on our ability to succeed in competitive markets, and on our ability to appropriately react to potential fluctuations in the demand for and supply of frac sand and supply chain solutions.

We operate in a highly competitive market that is characterized by a small number of large, national producers and a larger number of small, regional or local producers. Competition in the industry is based on reliability of supply, quality of product, delivered price of proppant (including distribution and logistics), distribution and logistics capabilities, customer service and breadth of product offering.

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We compete with large, national producers such as U.S. Silica Holdings, Inc., Hi-Crush Partners LP, Fairmont Santrol Holdings, Inc., Unimin Corporation and others. Our larger competitors may have greater financial and other resources than we do, may develop technology superior to ours or may build production facilities that are located closer to key customers than ours. We also compete with smaller, regional or local producers. In recent years there has been an increase in the number of small producers servicing the sand-based proppants market which could result in increased competition and pricing pressure in certain market conditions. In addition, oil and natural gas exploration and production companies and other providers of hydraulic fracturing services could acquire their own frac sand reserves, expand their existing frac sand production capacity or otherwise fulfill their own proppant requirements and existing or new frac sand producers could add to or expand their frac sand production capacity, which may negatively impact pricing and demand for our frac sand. Because transportation and handling costs are a significant component of the total delivered cost of our products, expansion by our competitors in closer proximity to our target markets may impact the demand or pricing for our products and logistical services. A number of both larger and smaller competitors are currently undertaking projects to develop or increase production in Texas, which will increase the supply of frac sand being produced in-basin. We may not be able to compete successfully against either our larger or smaller competitors in the future, and competition could have a material adverse effect on our business, financial condition, results of operations and cash flows.

A large portion of our sales is generated by a limited number of customers, and the loss of, or a significant reduction in purchases by our largest customers could adversely affect our operations.

Our top four customers, EOG Resources, Halliburton, Apache Corporation and Keane Group, made up approximately 75% of our total net sales revenue during the year ended December 31, 2016 and 85% in 2015. As of December 31, 2016, we had long-term, competitively-bid take-or-pay supply contracts with two customers in the oil and gas proppants end market, each of which were among our top five overall customers. As of September 30, 2017, we maintained long-term take-or-pay supply contracts with three of our top four customers. These agreements have initial terms expiring between January 31, 2020 and December 31, 2023. As of September 30, 2017, we estimate that the maximum aggregate amount that we could be penalized under these take-or-pay supply contracts if we fail to deliver the contracted volumes of proppant ranged from approximately $100.0 million to $120.0 million. However, we believe that the likelihood that we would be liable for such maximum aggregate amounts is remote. Additionally, while some of our largest customers have entered into supply contracts with us, these customers may not continue to purchase the same levels of our sand-based proppants in the future due to a variety of reasons, contract requirements notwithstanding. For example, some of our top customers could go out of business or, alternatively, be acquired by other companies that purchase the same products and services provided by us from other third-party providers. Our customers could also seek to capture and develop their own sources of sand-based proppants. If any of our major customers substantially reduces or altogether ceases purchasing our sand-based proppants, depending on market conditions, we could suffer a material adverse effect on our business, financial condition, results of operations and cash flows.

Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenues.

Our ability to retain existing customers and attract new business is dependent on many factors, including our ability to demonstrate that we can reliably and safely operate our business in a manner that is consistent with applicable laws, rules and permits, which legal requirements are subject to change. Existing and potential customers consider the safety record of their third-party service providers to be of high importance in their decision to engage such providers. If one or more accidents were to occur in connection with the use of our services, the affected customer may seek to terminate or cancel its use of our services and may be less likely to continue to use our services, which could cause us to lose substantial revenues. Furthermore, our ability to attract new customers may be impaired if they elect not to engage us because they view our safety record as unacceptable. In addition, it is possible that we will experience multiple or particularly severe accidents in the future, causing our safety record to deteriorate. This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to bolster our staffing needs.

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Although we are focused on ensuring a healthy and safe work environment and continually seek to implement best practices in training, equipment, procedures and protocols, there are inherent risks in mining and logistics operations that cannot entirely be eliminated. In 2016, an accident at our transload facility in Pecos, Texas resulted in the death of one of our employees, and an accident at our Cresson mine resulted in the death of a contractor with one of our vendors.

We are subject to the credit risk of our customers, and any material nonpayment or nonperformance by our customers could adversely affect our financial results and cash available for distribution.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers, whose operations are concentrated in the oilfield services and E&P industries. In particular, as a result of volatility in oil and natural gas prices, cost fluctuations in drilling and completing wells and ongoing uncertainty of the global economic environment, our customers may not be able to fulfill their existing commitments or access financing necessary to fund their current or future obligations. Our credit procedures and policies may not be adequate to fully eliminate customer credit risk. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them and our inability to re-market or otherwise sell the volumes could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to operating risks that are often beyond our control and could adversely affect production levels and costs, and such risks may not be covered by insurance.

Our frac sand mining, production facilities, transload facilities and trucking operations are subject to risks normally encountered in the industrial silica, oil and gas and associated transportation industries. These risks include:

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Any of these risks could result in damage to, or destruction of, our mining properties or production facilities, personal injury, environmental damage, delays in mining or processing, losses or possible legal liability. Any prolonged downtime or shutdowns at our mining properties or transload terminals could have a material adverse effect on us.

Not all of these risks are reasonably insurable, and our insurance coverage contains limits, deductibles, exclusions and endorsements. Our insurance coverage may not be sufficient to meet our needs in the event of loss and any such loss may have a material adverse effect on us.

Fuel conservation measures could reduce demand for oil and natural gas which would in turn reduce the demand for our services.

Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas may have a material adverse effect on our business, financial condition, prospects, results of operations and cash flows. Additionally, the increased competitiveness of alternative energy sources (such as wind, solar geothermal, tidal, and biofuels) could reduce demand for hydrocarbons and therefore for our services, which would lead to a reduction in our revenues.

A significant portion of our sales is generated at our Cresson mine and processing facility. Any adverse developments at this facility could have a material adverse effect on our business, financial condition, and results of operations.

As of and for the year ended December 31, 2016, all of our total volumes were produced at our Cresson mine and processing facility, which accounted for all of our annual sand processing capacity. A casualty event or other adverse event affecting the production at this facility or in the end markets served by this facility, including adverse developments due to catastrophic events or weather (including floods, windstorms, ice storms, or tornadoes), adverse government regulatory impacts, private actions by residents of Cresson or surrounding communities, decreased demand for the products this facility produces, adverse developments affecting this facility’s customers, or transportation-related constraints, could have a material adverse effect on our business, financial condition, and results of operations.

Diminished access to water may adversely affect our operations.

The mining and processing activities in which we engage require significant amounts of water and are located in areas that are water-constrained. We have obtained water rights that we currently use to service the activities on our properties, and we plan to obtain all required water rights to service other properties we may develop or acquire in the future. However, the amount of water that we are entitled to use pursuant to our water rights must be determined by the appropriate regulatory authorities in the jurisdictions in which we operate. Such regulatory authorities may amend the regulations regarding such water rights, increase the cost of maintaining such water rights or eliminate our current water rights, and we may be unable to retain all or a portion of such water rights. For example, we have been notified that research may be commissioned to establish the necessity of

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a groundwater district in West Texas and surrounding counties. If any such changes, which could also affect local municipalities and other industrial operations, were to occur and be implemented, they could require us to incur new capital expenditures and/or increased operating costs in order to continue, expand and/or develop our mining and processing activities and otherwise interfere with our ability to conduct such activities, which could have a material adverse effect on our business, financial condition and results of operations.

We may face competition from additional in-basin sand mines.

Transportation and related logistics costs are a significant component of the total delivered cost to our customers. As a result, the cost of transporting proppant to the hydraulic fracturing site is a key factor in our customer’s purchasing decision. The development of additional in-basin sand mines could reduce demand for our frac sand or impact the delivered-to-the-wellhead price our customers are willing to pay and could have a material adverse effect on our financial condition and results of operation. For example, a number of publicly traded frac sand companies have announced plans to develop or acquire, are currently developing or expanding, or have recently acquired or completed sand mine projects in Texas.

If we cannot successfully complete acquisitions or integrate acquired businesses, our growth may be limited and our financial condition may be adversely affected.

Our business strategy includes supplementing internal growth by pursuing acquisitions. Any acquisition may involve potential risks, including, among other things:

If we cannot successfully complete acquisitions or integrate acquired businesses, our growth may be limited and our financial condition may be adversely affected.

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We may have the need to incur substantial debt in the future to enable us to maintain or increase our production levels and to otherwise pursue our business plan. We may not be able to borrow funds successfully or, if we do, this debt may impair our ability to operate our business.

We may be required to borrow in the future to enable us to finance the expenditures necessary to replace the reserves we extract or otherwise pursue our business plan. The cost of the borrowings and our obligations to repay the borrowings could have important consequences to us, because:

Our ability to service our indebtedness will depend on, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying business activities, acquisitions, investments and/or capital expenditures; selling assets; restructuring or refinancing our indebtedness; or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms or at all.

Restrictions in our Term Loan Facility may limit our ability to capitalize on potential acquisition and other business opportunities.

The operating and financial restrictions and covenants in our senior secured credit facility with Ares Capital Corporation (the “Term Loan Facility”) and any other future financing agreements could restrict our ability to finance future operations or capital needs or to expand or pursue our business activities. For example, our Term Loan Facility restricts or limits the ability of VPROP Operating, LLC, our wholly owned subsidiary and the borrower under the Term Loan Facility (the “Borrower”), and its subsidiaries to:

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Furthermore, the Term Loan Facility requires the Borrower to maintain a fixed charge coverage ratio at all times of at least 1.10:1.00. The Borrower must also maintain a consolidated leverage ratio based on its consolidated EBITDA, tested at the end of each quarter. The required ratio that the Borrower must maintain decreases over the life of the loan. As of November 9, 2017, the date we entered into an amended and restated credit agreement governing the Term Loan Facility, the Borrower was required to maintain a consolidated leverage ratio of no greater than 4.00:1.00. In addition, the Term Loan Facility requires the Borrower to maintain a reserve coverage ratio of no greater than 9.0:1.0, which is tested at the end of each quarter and decreases over the life of the loan, based on the ratio of Lonestar’s reserves to the annual reasonably forecasted sales volume. Our ability to comply with such covenants and restrictions may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any of these restrictions, covenants, ratios or tests, a significant portion of our indebtedness may become immediately due and payable, and any lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Any subsequent replacement of our Term Loan Facility or any other new indebtedness could have similar or greater restrictions. Please read “Description of Certain Indebtedness—Term Loan Facility.”

Increases in interest rates could adversely impact our ability to incur debt for acquisitions or other purposes.

Interest rates on future borrowings, credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. A rising interest rate environment could have an adverse impact on our ability to incur debt for acquisitions or other purposes.

Inaccuracies in our estimates of the quantity and quality of our sand reserves could result in lower than expected sales and higher than expected costs.

We base our sand reserve estimates on engineering, economic and geological data assembled and analyzed by our engineers and geologists, which are reviewed by outside firms. However, sand reserve estimates are necessarily imprecise and depend to some extent on statistical inferences drawn from available drilling data, which may prove unreliable. There are numerous uncertainties inherent in estimating quantities and qualities of sand reserves and costs to mine recoverable reserves, including many factors beyond our control. Estimates of economically recoverable sand reserves necessarily depend on a number of factors and assumptions, all of which may vary considerably from actual results, such as:

Any inaccuracy in our estimates related to our sand reserves could result in lower than expected sales and higher than expected costs.

Mine closures entail substantial costs, and if we close one or more of our mines or supply chain assets sooner than anticipated, our results of operations may be adversely affected.

We base our assumptions regarding the life of our mines and supply chain assets on detailed studies that we perform from time to time, but our studies and assumptions do not always prove to be accurate. If we close any

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operation sooner than expected, sales will decline unless we are able to increase production at any of our other mines, transload or trucking terminals, which may not be possible. The closure of any of these operations also involves significant fixed closure costs, including accelerated employment legacy costs, severance-related obligations, reclamation and other environmental costs, and the costs of terminating long-term obligations, including energy contracts, mineral leases and equipment leases. We accrue for the costs of reclaiming open pits, stockpiles, tailings ponds, roads, and other mining support areas over their estimated useful lives, which can range from several months to as long as the remaining mining life of our property. If we were to reduce the estimated life of any of our mines, the fixed mine closure costs would be applied to a shorter period of production, which would increase production costs per ton produced and could materially and adversely affect our results of operations and financial condition. If our accruals for expected reclamation and other costs associated with mine closures for which we will be responsible were later determined to be insufficient, our business, results of operations and financial condition would be adversely affected.

Our industry overall has experienced a high rate of employee turnover. Any difficulty we experience replacing or adding personnel could have a material adverse effect on our liquidity, results of operations and financial condition.

We are dependent upon the available labor pool of skilled employees and may not be able to find enough skilled labor to meet our needs, which could have a negative effect on our growth. We are also subject to the Fair Labor Standards Act, which governs such matters as minimum wage, overtime and other working conditions. Our business requires skilled workers who can perform physically demanding work. As a result of our industry volatility, including the recent and pronounced decline in drilling activity, as well as the demanding nature of the work, many workers in our industry have left to pursue employment in different fields. Though our historical turnover rates have been significantly lower than those of our competitors, if we are unable to retain or meet growing demand for skilled technical personnel, our operating results and our ability to execute our growth strategies may be adversely affected.

A shortage of skilled labor together with rising labor costs in the transportation, mining and mineral processing industry may further increase operating costs, which could adversely affect our results of operations.

Efficient mining using modern techniques and equipment requires skilled laborers, preferably with several years of experience and proficiency in multiple mining tasks, including processing of mined sand. If the shortage of experienced labor continues or worsens or if we are unable to train the necessary number of skilled laborers, there could be an adverse impact on our labor productivity and costs and our ability to expand production at our existing facilities and at our locations under development.

With respect to our trucking services, difficulty in attracting or retaining qualified drivers could have a materially adverse effect on our growth and profitability. The truckload transportation industry periodically experiences a shortage of qualified drivers, particularly during periods of economic expansion, in which alternative employment opportunities are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended. The trucking industry suffers from a high driver turnover rate, which requires us to continually recruit a substantial number of drivers to operate our equipment. If we were unable to attract and hire qualified drivers, we could be forced to, among other things, limit our growth, decrease the number of our tractor trailers in service, adjust our driver compensation package or prior trucking experience requirements, or pay higher rates to independent contractors or third-party truckload carriers, which could adversely affect our profitability and results of operations if not offset by a corresponding increase in customer rates.

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Our production process consumes large amounts of natural gas and electricity. An increase in the price or a significant interruption in the supply of these or any other significant raw material costs could have a material adverse effect on our business, financial condition or results of operations.

Energy costs, primarily natural gas, electricity and diesel fuel used to power pumps and heavy equipment, represented approximately 5.0% of our total sales in 2016. Natural gas is the primary fuel source used for drying sand in the production process and electricity is the primary energy source used in washing sand in the production process. As such, our profitability and production capacity is impacted by the price and availability of natural gas and electricity we purchase from third parties. The price and supply of natural gas are unpredictable and can fluctuate significantly based on international, political and economic circumstances, as well as other events outside our control, such as changes in supply and demand due to weather conditions, other oil and gas producers, regional production patterns, regulatory developments and associated costs and secondary impacts, and environmental concerns regarding fossil fuels. Furthermore, utility companies could enforce natural gas curtailments which affect our operations. In addition, potential climate change regulations or carbon or emissions taxes could result in higher production costs for energy, which may be passed on to us in whole or in part. In the past, the price of natural gas has been extremely volatile, and we expect this volatility to continue. For example, during the year ended December 31, 2016, the monthly closing price of natural gas on the New York Mercantile Exchange ranged from a high of $3.23 per million British Thermal Units (“BTUs”) to a low of $1.71 per million BTUs. In order to manage this risk, we may hedge natural gas prices through the use of derivative financial instruments, such as forwards, swaps and futures. However, these measures carry risk (including nonperformance by counterparties) and do not in any event entirely eliminate the risk of decreased margins as a result of natural gas price increases.

A significant increase in the price of energy or any other significant raw materials that is not recovered through an increase in the price of our products, or an extended interruption in the supply of natural gas or electricity to our mining properties or transload terminals, could have a material adverse effect on our business, financial condition, and results of operations.

Increases in the price of diesel fuel may adversely affect our results of operations.

Diesel fuel costs generally fluctuate with increasing and decreasing world crude oil prices, and accordingly are subject to political, economic and market factors that are outside of our control. Our operations are dependent on earthmoving equipment, railcars, last-mile transport vehicles and tractor trailers, and diesel fuel costs are a significant component of the operating expense of these vehicles. We use earthmoving equipment in our mining operations. We ship the vast majority of our products by railcar and transport both our sand and third party sand using tractor trailers we own and contract. To the extent that we perform these services with our fleet of commercial trucks or other equipment that we own, we are responsible for buying and supplying the diesel fuel needed to operate these vehicles. To the extent that these services are provided by independent contractors, we may be subject to fuel surcharges that attempt to recoup increased diesel fuel expenses. To the extent we are unable to pass along increased diesel fuel costs to our customers, our results of operations could be adversely affected.

Our business may suffer if we lose, or are unable to attract and retain, key personnel.

We depend to a large extent on the services of our senior management team and other key personnel. Members of our senior management and other key employees have extensive experience and expertise in evaluating and analyzing sand reserves, designing, permitting and building new frac sand processing and transload facilities, maximizing production from such properties, marketing and delivering frac sand production, transportation and distribution services and developing and executing financing strategies. Our senior management team has substantial experience and relationships with participants in the oilfield services and exploration and production industries. Competition for management and key personnel is intense, and the pool of qualified candidates is limited. The loss of any of these individuals or the failure to attract or train additional

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personnel, as needed, could have a material adverse effect on our operations and could lead to higher labor costs or the use of less-qualified personnel. In addition, if any of our executives or other key employees were to join a competitor or form a competing company, we could lose customers, suppliers, know-how and key personnel. Although we maintain key-man life insurance for Gary Humphreys, our co-founder and Chief Executive Officer, and Martin Robertson, our co-founder, President and Chief Operating Officer, we do not maintain key-man life insurance with respect to any of our other senior management or employees. Our success will be dependent on our ability to continue to attract, employ and retain highly skilled personnel.

Our profitability could be negatively affected if we fail to maintain satisfactory labor relations.

Our employees are not currently represented by labor unions. If our employees engaged in union organizing efforts in the future, we could experience, among other things, strikes, work stoppages, or other slowdowns by our workers and increased operating costs as a result of higher wages, health care costs, or benefits paid to our employees. An inability to maintain good relations with our workforce could cause a material adverse effect on our business, financial condition and results of operations.

Silica-related legislation could have a material adverse effect on our business, reputation or results of operations.

We are subject to laws and regulations relating to human exposure to crystalline silica. Several federal and state regulatory authorities, including the Mine Safety and Health Administration (“MSHA”) and the Occupational Safety and Health Administration (“OSHA”), may continue to propose and implement changes in their regulations regarding workplace exposure to crystalline silica, such as permissible exposure limits (“PELs”) and required controls and personal protective equipment. In March 2016, OSHA published a final rule establishing a more stringent PEL for exposure to respirable crystalline silica and other provisions to protect employees, such as requirements for exposure assessment, methods for controlling exposure, respiratory protection, medical surveillance, hazard communication, and recordkeeping (“OSHA Silica Rule”). This final rule became effective in June 2016, with compliance required by September 2017 for the construction industry and June 2018 for general industry and maritime. For hydraulic operations in the oil and gas industry, compliance is required with all obligations of the standard by June 2018, except for engineering controls, which have a compliance date of June 2021. Several industry groups have filed suit in the United States Court of Appeals for the D.C. Circuit to halt implementation of the rule. New laws and regulations could have a material adverse effect on our operating results by requiring us to modify or cease our operations.

In addition, the inhalation of respirable crystalline silica is associated with the lung disease silicosis. There is evidence of an association between crystalline silica exposure or silicosis and lung cancer and a possible association with other diseases, including immune system disorders such as scleroderma. These health risks have been, and may continue to be, a significant issue confronting the frac sand industry. Concerns over silicosis and other potential adverse health effects, as well as concerns regarding potential liability from the use of frac sand, may have the effect of discouraging our customers’ use of our frac sand. The actual or perceived health risks of mining, processing and handling frac sand could materially and adversely affect frac sand producers, including us, through reduced use of frac sand, the threat of product liability or employee lawsuits, increased scrutiny by federal, state and local regulatory authorities of us and our customers or reduced financing sources available to the frac sand industry.

Failure to maintain effective quality control systems at our mining, processing, production and transload facilities could have a material adverse effect on our business, financial conditions and operations.

The performance, quality and safety of our products and services are critical to the success of our business. These factors depend significantly on the effectiveness of our quality control systems, which, in turn, depends on a number of factors, including the design of our quality control systems, our quality-training program and our ability to ensure that our employees adhere to the quality control policies and guidelines. Any significant failure

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or deterioration of our quality control systems could have a material adverse effect on our business, financial condition, results of operations and reputation.

Seasonal and severe weather conditions could have a material adverse impact on our business.

Our business could be materially adversely affected by weather conditions. Weather conditions may impact our operations, resulting in weather-related damage to our mining properties, transload terminals and equipment or an inability to deliver sand from our mining properties and transload terminals to our customers in accordance with contract schedules. Furthermore, climate change may lead to the increased frequency and severity of extreme weather events. Any such interference with our operations could force us to delay or curtail services and potentially breach our contractual obligations or result in a loss of productivity and an increase in our operating costs.

In addition to supply considerations, severe weather conditions may curtail our customers’ drilling activities and impair rail shipment and transportation services and, as a result, our sales volumes to customers may similarly be adversely affected. Unexpected winter weather conditions may compound these seasonal impacts, and could result in a material adverse effect on our business, financial condition, and results of operation.

Our employees could engage in misconduct that adversely affects us.

Our employees could engage in misconduct that adversely affects us. One of our former executives was convicted in 2014 of sexually assaulting and indecency with a minor. We terminated this executive and divested him of any ownership of our company. Although he has not subsequently had any role with our company, or participated in the operation or management of our business, and we do not have any legal exposure for this former executive’s personal misconduct, our reputation could nonetheless be adversely affected. It is not always possible to prevent or detect misconduct by our employees, either personal or in the course of their duties on behalf of the company, and the precautions we take to prevent and detect this activity may not be effective in all cases. If any of our employees were to engage in or be accused of misconduct, we could be exposed to legal liability and our business and reputation could be adversely affected.

We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition, prospects and results of operations.

Our operations and service offerings are subject to inherent risks that can cause personal injury or loss of life, damage to or destruction of property, equipment or the environment or the suspension of our operations. Litigation arising from operations where our services are provided may cause us to be named as a defendant in lawsuits asserting potentially large claims including claims for exemplary damages. We maintain what we believe is customary and reasonable insurance to protect our business against these potential losses, but such insurance may not be adequate to cover our liabilities, and we are not fully insured against all risks.

We may be subject to interruptions or failures in our information technology systems.

We rely on our information technology systems to process transactions, summarize our operating results and manage our business. Our information technology systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyber-attack or other security breaches, catastrophic events, such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees. If our information technology systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our operations.

The reliability and capacity of our information technology systems is critical to our operations and the implementation of our growth initiatives. Any material disruption in our information technology systems, or delays or difficulties in implementing or integrating new systems or enhancing current systems, could have an adverse effect on our business, and results of operations.

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Significant impairment losses related to goodwill, intangibles, and other assets could have a material adverse effect on our business, financial condition, and results of operation.

We assess the impairment of goodwill, intangibles, and other assets at least annually and also whenever events or changes in circumstances indicate that these assets may be impaired. Beginning in August 2014 and continuing through the second quarter of 2016, global crude oil and natural gas prices, particularly crude oil, declined dramatically and persisted at levels well below those experienced during the middle of 2014. This decrease in commodity prices had a negative impact on industry drilling and well completion activity, which affects the demand for frac sand. Should energy industry conditions deteriorate again, there is a possibility that goodwill, intangibles, and other assets may be impaired in a future period. Specific uncertainties affecting our estimated fair value include the impact of competition, the prices of frac sand, future overall activity levels and demand for frac sand, the activity levels of our significant customers, changing transportation rates and other factors affecting the rate of our future growth. These factors will continue to be reviewed and assessed going forward. Any significant impairment of goodwill, intangibles, or other assets could have a material adverse effect on our business, financial condition, and results of operations.

We rely upon trade secrets, trademarks and contractual restrictions to protect our proprietary rights. Failure to protect our intellectual property rights may undermine our competitive position, and protecting our rights or defending against third-party allegations of infringement may be costly.

Our commercial success depends on our proprietary information, know-how and other intellectual property. We rely on trade secrets, trademarks and contractual restrictions to protect our intellectual property rights. The measures we take to protect our trade secrets, “know how” and other intellectual property rights may be insufficient. Failure to protect, monitor and control the use of our existing intellectual property rights could cause us to lose our competitive advantage and incur significant expenses. Policing unauthorized use of intellectual property rights can be difficult and expensive, and adequate remedies may not be available.

In addition, third parties may claim that our products infringe or otherwise violate their patents or other proprietary rights and seek corresponding damages or injunctive relief. Defending ourselves against such claims, with or without merit, could be time-consuming and result in costly litigation. An adverse outcome in any such litigation could subject us to significant liability to third parties (potentially including treble damages) or temporary or permanent injunctions prohibiting the manufacture or sale of our products, the use of our technologies or the conduct of our business. Any adverse outcome could also require us to seek licenses from third parties (which may not be available on acceptable terms, or at all) or to make substantial one-time or ongoing royalty payments. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation. In addition, we may not have insurance coverage in connection with such litigation and may have to bear all costs arising from any such litigation to the extent we are unable to recover them from other parties. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations and cash flows.

A terrorist attack or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries in which we operate could adversely affect the U.S. and global economies and could prevent us from meeting financial and other obligations. We could experience loss of business, delays or defaults in payments from payors or disruptions of fuel supplies and markets if pipelines, production facilities, processing plants or refineries are direct targets or indirect casualties of an act of terror or war. Such activities could reduce the overall demand for oil and gas, which, in turn, could also reduce the demand for our products and services. Terrorist activities and the threat of potential terrorist activities and any resulting economic downturn could adversely affect our results of operations, impair our ability to raise capital or otherwise adversely impact our ability to realize certain business strategies.

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We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have entered into a number of transactions with related parties. Related party transactions create the possibility of conflicts of interest with regard to our management or directors. Such a conflict could cause an individual in our management or on our board of directors to seek to advance his or her economic interests above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. Our board of directors regularly reviews these transactions. Notwithstanding this, it is possible that a conflict of interest could have a material adverse effect on our liquidity, results of operations and financial condition. See “Certain Relationships and Related Person Transactions” for additional information.

Recent U.S. tax legislation may materially adversely affect our financial condition, results of operations and cash flows.

On December 22, 2017, President Trump signed into law a comprehensive tax reform bill (the “Tax Cuts and Jobs Act,” or the “TCJA”), that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including a reduction of the corporate income tax rate, a partial limitation on the deductibility of business interest expense, limitation of the deduction for certain net operating losses to 80% of current year taxable income, an indefinite net operating loss carryforward, immediate deductions for certain new investments instead of deductions for depreciation expense over time and the modification or repeal of many business deductions and credits. We continue to examine the impact of this tax reform legislation, and as its overall impact is uncertain, we note that the TCJA could adversely affect our business and financial condition. The impact of this tax reform legislation on holders of our Class A common stock is also uncertain and could be adverse.

Risks Related to Our Environmental, Mining and Other Regulation

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing and the potential for related litigation could result in increased costs and additional operating restrictions or delays for our customers, which could cause a decline in the demand for our sand-based proppants and negatively impact our business, financial condition, and results of operations.

Although we do not directly engage in hydraulic fracturing activities, we supply sand-based proppants to hydraulic fracturing operators in the oil and natural gas industry. Hydraulic fracturing is a widely used industry production technique that is used to recover oil and/or natural gas from dense subsurface rock formations. The process involves the injection of water, proppants (which include, but are not limited to, sand) and chemicals, under pressure, into the formation to fracture the surrounding rock and stimulate production. The hydraulic fracturing process is typically regulated by state or local governmental authorities. However, the practice of hydraulic fracturing has become controversial in some areas and is undergoing increased scrutiny. Several federal agencies, regulatory authorities, and legislative entities are investigating the potential environmental impacts of hydraulic fracturing and whether additional regulation may be necessary. The U.S. Environmental Protection Agency (“EPA”) has asserted limited federal regulatory authority over hydraulic fracturing and has issued a number of regulations in recent years that may affect hydraulic fracturing, including its rule setting new source performance standards for the oil and natural gas source category issued in 2012, its June 2016 rules establishing new emissions standards for methane and additional standards for volatile organic compounds from certain new, modified and reconstructed equipment and processes in the oil and natural gas source category, and its June 2016 rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants. Also, the federal Bureau of Land Management (“BLM”) published a final rule in March 2015, establishing stringent standards relating to hydraulic fracturing on federal and American Indian lands (which was challenged in a U.S. federal trial court, resulting in a decision in June 2016 against the rule, an appeal of that decision, and a U.S. federal appeals court ruling in September 2017 dismissing the appeals and vacating the trial court decision); the rule is currently the subject of a July 2017 proposal by the BLM to rescind it. While the EPA administrator appointed by President Trump and the

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Trump administration more generally have indicated their interest in scaling back or rescinding regulations (including the EPA methane rule and BLM rule referred to above) that inhibit the development of the U.S. oil and gas industry, it is difficult to predict the extent to which such policies will be implemented or the outcome of any litigation challenging such implementation. The U.S. Congress has from time to time considered, but has not yet adopted, legislation to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the process.

In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permitting requirements, operational restrictions, disclosure requirements and temporary or permanent bans on hydraulic fracturing in certain areas such as environmentally sensitive watersheds. For example, many states—including Texas and Oklahoma—have imposed disclosure requirements on hydraulic fracturing well owners and operators regarding the chemicals used in hydraulic fracturing. Some local governments have adopted and others may seek to adopt ordinances prohibiting or regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities within their jurisdictions. Concerns have been raised that hydraulic fracturing may also contribute to seismic activity. In March 2016, the United States Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico and Arkansas. In light of these concerns, some state regulatory agencies have modified their regulations or issued orders to address induced seismicity. For example, in December 2016, the Oklahoma Corporation Commission’s Oil and Gas Conservation Division (the “OCC Division”) and the Oklahoma Geologic Survey released well completion seismicity guidance, which requires operators to take certain prescriptive actions, including mitigation, following anomalous seismic activity within 1.25 miles of hydraulic fracturing operations; and in February 2017, the OCC Division issued an order limiting future increases in the volume of oil and natural gas wastewater injected into the ground in an effort to reduce earthquakes in the state. Increased regulation and attention given to induced seismicity could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing hydraulic fracturing or injection wells for waste disposal.

The adoption of new laws or regulations at the federal, state, or local levels imposing reporting obligations on, or otherwise limiting or delaying, the hydraulic fracturing process could make it more difficult to complete oil and gas wells, increase our customers’ costs of compliance and doing business, and otherwise adversely affect the hydraulic fracturing services they perform, which could negatively impact demand for our sand-based proppants. In addition, heightened political, regulatory and public scrutiny of hydraulic fracturing practices, including lawsuits, could expose us or our customers to increased legal and regulatory proceedings, which could be time-consuming, costly or result in substantial legal liability or significant reputational harm. We could be directly affected by adverse litigation involving us, or indirectly affected if the cost of compliance or the risks of liability limit the ability or willingness of our customers to operate. Such costs and scrutiny could directly or indirectly, through reduced demand for our sand-based proppants, have a material adverse effect on our business, financial condition, and results of operations.

We and our customers are subject to extensive environmental and health and safety regulations which impose, and will continue to impose, significant costs and liabilities. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our results of operations.

We are subject to a variety of federal, state and local regulatory environmental requirements affecting the mining and mineral processing industry, including among others, those relating to employee health and safety, environmental permitting and licensing, air and water emissions, greenhouse gas emissions (“GHGs”), water pollution, waste management, remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, hazardous materials and natural resources. These laws, regulations and permits have had, and will continue to have, a significant effect on our business. Some environmental laws impose substantial penalties for noncompliance, and others, such as the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA,” also known as the Superfund law), impose strict, retroactive and generally joint

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and several liability for the remediation of releases of hazardous substances. Liability under CERCLA, or similar state and local laws, may be imposed as a result of conduct that was lawful at the time it occurred or for the conduct of, or conditions caused by, prior operators or other third parties. Failure to properly handle, transport, store or dispose of hazardous materials or otherwise conduct our operations in compliance with environmental laws could expose us to liability for governmental penalties, cleanup costs and civil or criminal liability associated with releases of such materials into the environment, damages to property or natural resources and other damages, as well as potentially impair our ability to conduct our operations. In addition, future environmental laws and regulations could restrict our ability to expand our facilities or extract our mineral deposits or could require us to acquire costly equipment or to incur other significant expenses in connection with our business. For example, future restrictions specific to the Permian Basin, including those to protect the dunes sagebrush lizard, which is found only in the active and semi-stable shinnery oak dunes of southeastern New Mexico and adjacent portions of Texas (including areas where our West Texas mine is located), could be enacted. In August 2017, following collaboration with the Texas Comptroller, we became the first mine to receive a Certificate of Inclusion into the Texas Conservation Plan, as described in “Business—Regulations and Legislation—Environmental Matters—Endangered Species.” While our Certificate of Inclusion may help safeguard our facilities against adverse effects from future regulations, if the lizard is classified as an endangered or threatened species, our future operations and/or the operations of our customers in any area that is designated as the lizard’s habitat may be limited, delayed or, in some circumstances, prohibited, and we and/or our customers could be required to comply with expensive mitigation measures intended to protect the lizard and its habitat. Future events, including changes in any environmental requirements (or their interpretation or enforcement) and the costs associated with complying with such requirements, could have a material adverse effect on us.

Any failure by us to comply with applicable environmental laws and regulations may cause governmental authorities to take actions that could adversely impact our operations and financial condition, including:

Moreover, environmental requirements, and the interpretation and enforcement thereof, change frequently and have tended to become more stringent over time. New laws and regulations could have a material adverse effect on our operating results by requiring us to modify our operations or equipment or shut down some or all of our facilities and terminals. Additionally, new laws and regulations could have a material adverse effect on our customers by requiring them to shut down old facilities or to relocate facilities to locations with less stringent regulations farther away from our facilities and terminals. We cannot at this time reasonably estimate our costs of compliance or the timing of any costs associated with any new laws and regulations, or any material adverse effect that any new standards will have on our customers and, consequently, on our operations.

Climate change legislation and regulatory initiatives could result in increased compliance costs for us and our customers.

Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at various levels of government to monitor and limit emissions of GHGs. Past sessions of the U.S. Congress considered, but did not enact, legislation to address climate change, including legislation that would have authorized a nationwide cap-and-trade system on GHG emissions, and following those efforts the EPA and other federal agencies under the previous administration issued regulations that aim to reduce GHG emissions. While the EPA administrator appointed by President Trump and the Trump administration more generally have indicated their interest in scaling back or rescinding

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regulations addressing GHG emissions, including those affecting the U.S. oil and gas industry, it is difficult to predict the extent to which such policies will be implemented or the outcome of any litigation challenging such implementation. While President Trump announced in June 2017 that the U.S. plans to withdraw from the Paris Agreement, an international climate change agreement among nearly 200 nations that calls for countries to set their own GHG emissions targets, and to seek negotiations either to reenter the Paris Agreement on different terms or establish a new framework agreement, it is not possible at this time to predict the timing and impact of this withdrawal, or how any legal requirements imposed in the U.S. at the state or local level pursuant to the Paris Agreement or any similar agreement would impact our customers or our business. At the same time, a number of states are pursuing GHG reduction measures, including California, which enacted in 2006 Assembly Bill 32 authorizing a cap-and-trade system to meet substantial long-term GHG reduction requirements and which continues to implement the program called for by Assembly Bill 32. Any regulation of GHG emissions, including, through a cap-and-trade system, technology mandate, emissions tax, reporting requirement or other program, could directly or indirectly, through reduced demand for our sand-based proppants, adversely affect our business, financial condition and results of operations.

We are subject to the Federal Mine Safety and Health Act of 1977 and the OSHA of 1970, both of which impose stringent health and safety standards on numerous aspects of our operations.

Our operations are subject to the Federal Mine Safety and Health Act of 1977 (“MSH Act”), as amended by the Mine Improvement and New Emergency Response Act of 2006 as well as the OSHA of 1970 (“OSH Act”), including but not limited to the OSHA Silica Rule that became effective in June 2016. The MSH Act and the OSH Act impose stringent health and safety standards on numerous aspects of our operations inclusive of mineral extraction and processing operations, transportation and transloading of silica and delivery of silica sand to well sites. These standards include, the training of personnel, operating procedures, operating and safety equipment, and other matters. Our failure to comply with such standards, or changes in such standards or the interpretation or enforcement thereof, could have a material adverse effect on our business and financial condition or otherwise impose significant restrictions on our ability to conduct operations.

Our trucking services are highly regulated, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

The Department of Transportation (“DOT”) and various state agencies exercise broad powers over our trucking services, generally governing matters including authorization to engage in motor carrier service, equipment operation, safety, and financial reporting. In the future, we may become subject to new or more restrictive regulations, such as regulations relating to engine exhaust emissions, hours of service that our drivers may provide in any one time period, security and other matters, which could substantially impair equipment productivity and increase our costs. We may be audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our trucking services, which would adversely affect our profitability and results of operations.

We and our customers are subject to other extensive regulations, including licensing, plant and wildlife protection and reclamation regulation, that impose, and will continue to impose, significant costs and liabilities. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our results of operations.

In addition to the regulatory matters described above, we and our customers are subject to extensive governmental regulation on matters such as permitting and licensing requirements, plant and wildlife protection, wetlands protection, reclamation and restoration activities at mining properties after mining is completed, the discharge of materials into the environment, and the effects that mining and hydraulic fracturing have on groundwater quality and availability. Our future success depends, among other things, on the quantity and quality of our frac sand deposits, our ability to extract these deposits profitably, and our customers being able to operate their businesses as they currently do.

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In order to obtain permits and renewals of permits in the future, we may be required to prepare and present data to governmental authorities pertaining to the potential adverse impact that any proposed excavation or production activities, individually or in the aggregate, may have on the environment. Certain approval procedures may require preparation of archaeological surveys, endangered species studies, and other studies to assess the environmental impact of new sites or the expansion of existing sites. Compliance with these regulatory requirements is expensive and significantly lengthens the time needed to develop a site. Finally, obtaining or renewing required permits is sometimes delayed or prevented due to community opposition and other factors beyond our control. The denial of a permit essential to our operations or the imposition of conditions with which it is not practicable or feasible to comply could impair or prevent our ability to develop or expand a site. Significant opposition to a permit by neighboring property owners, members of the public, or other third parties, or delay in the environmental review and permitting process also could delay or impair our ability to develop or expand a site. New legal requirements, including those related to the protection of the environment, could be adopted that could materially adversely affect our mining operations (including our ability to extract or the pace of extraction of mineral deposits), our cost structure, or our customers’ ability to use our frac sand. Such current or future regulations could have a material adverse effect on our business and we may not be able to obtain or renew permits in the future.

Risks Related to Our Organizational Structure

Vista Proppants and Logistics Inc. is a holding company and its only material asset after completion of this offering will be its interest in Vista OpCo, and it is accordingly dependent upon distributions from Vista OpCo to pay taxes, make payments under the tax receivable agreement or pay dividends.

Vista Proppants and Logistics Inc. will be a holding company and will have no material assets other than its ownership of LLC Units. Vista Proppants and Logistics Inc. has no independent means of generating revenue. Vista Proppants and Logistics Inc. intends to cause Vista OpCo to make distributions to its holders of LLC Units in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the tax receivable agreement and dividends, if any, declared by it. Deterioration in the financial condition, earnings or cash flow of Vista OpCo and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that Vista Proppants and Logistics Inc. needs funds, and Vista OpCo is restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

Vista OpCo will continue to be treated as a partnership for United States federal income tax purposes and, as such, generally will not be subject to any entity-level United States federal income tax. Instead, taxable income will be allocated to holders of LLC Units. Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of Vista OpCo. Under the terms of the LLC Agreement, Vista OpCo is obligated to make tax distributions to holders of LLC Units (including us) at certain assumed tax rates. Recently enacted legislation that is scheduled to become effective for taxable years beginning after December 31, 2017 may impute liability for adjustments to a partnership’s tax return on the partnership itself in certain circumstances, absent an election to the contrary. Vista OpCo may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect.

Payments of dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Our existing Term Loan Facility includes and any financing arrangement that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Vista OpCo is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Vista OpCo (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Vista OpCo are generally subject to similar legal limitations on their ability to make distributions to Vista OpCo.

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Vista Proppants and Logistics Inc. will be required to pay exchanging holders of LLC Units for most of the benefits relating to any additional tax depreciation or amortization deductions that we may claim as a result of the tax basis step-up we receive in connection with sales or exchanges of LLC Units and related transactions.

Holders of LLC Units (other than Vista Proppants and Logistics Inc.) may, subject to certain conditions and transfer restrictions applicable to such holders as set forth in the operating agreement of Vista OpCo, from and after the date of the completion of this offering (subject to the terms of the exchange agreement), exchange their LLC Units for Class A common stock on a one-for-one basis. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Vista OpCo. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of tax that Vista Proppants and Logistics Inc. would otherwise be required to pay in the future, although the Internal Revenue Service (“IRS”) may challenge all or part of that tax basis increase, and a court could sustain such a challenge.

Prior to the completion of this offering, we will enter into a tax receivable agreement with our pre-IPO owners that provides for the payment by Vista Proppants and Logistics Inc. to exchanging holders of LLC Units of 85% of the benefits, if any, that Vista Proppants and Logistics Inc. realizes, or in certain cases is deemed to realize, as a result of these increases in tax basis and of certain other tax benefits related to such exchanges, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of Vista Proppants and Logistics Inc. and not of Vista OpCo. While the actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that as a result of the size of the transfers and increases in the tax basis of the tangible and intangible assets of Vista OpCo, the payments that Vista Proppants and Logistics Inc. may make under the tax receivable agreement will be substantial. The payments under the tax receivable agreement are not conditioned upon continued ownership of us by the exchanging holders of LLC Units. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Vista Proppants and Logistics Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.

The tax receivable agreement provides that upon certain changes of control, or if, at any time, Vista Proppants and Logistics Inc. elects an early termination of the tax receivable agreement, Vista Proppants and Logistics Inc.’s obligations under the tax receivable agreement (with respect to all LLC Units whether or not previously exchanged) would be calculated by reference to the value of all future payments that holders of LLC Units would have been entitled to receive under the tax receivable agreement using certain valuation assumptions, including that Vista Proppants and Logistics Inc. will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and, in the case of an early termination election, that any LLC Units that have not been exchanged are deemed exchanged for the market value of the shares of Class A common stock at the time of termination. In addition, holders of LLC Units will not reimburse us for any payments previously made under the tax receivable agreement if our tax reporting position with respect to such payments is successfully challenged by the IRS. Vista Proppants and Logistics Inc.’s ability to achieve benefits from any tax basis increase, and the payments to be made under the tax receivable agreement, will depend upon a number of factors, including the timing and amount of our future income. In periods prior to the occurrence of a change of control and absent circumstances requiring an early termination payment, Vista Proppants and Logistics Inc. is only obligated to make payments under the tax receivable agreement as and when it realizes cash tax savings from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and related transactions. Accordingly, Vista Proppants and Logistics Inc. will generally not be required (absent a change of control or circumstances requiring an early termination payment) to make payments under the tax receivable agreement for a taxable year in which it does not have taxable income because no cash tax savings

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will have been realized. However, unutilized deductions that do not result in realized benefits in a given tax year as a result of insufficient taxable income may be applied to taxable income in future years and accordingly would impact the amount of cash tax savings in such future years and the amount of corresponding payments under the tax receivable agreement in such future years.

Accordingly, it is possible that the actual cash tax savings realized by Vista Proppants and Logistics Inc. may be significantly less than the corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if the payments under the tax receivable agreement exceed the actual cash tax savings that Vista Proppants and Logistics Inc. realizes in respect of the tax attributes subject to the tax receivable agreement and/or distributions to Vista Proppants and Logistics Inc. by Vista OpCo are not sufficient to permit Vista Proppants and Logistics Inc. to make payments under the tax receivable agreement after it has paid taxes and other expenses. Based upon certain assumptions described in greater detail below under “Certain Relationships and Related Person Transactions—Tax Receivable Agreement,” we estimate that if Vista Proppants and Logistics Inc. were to exercise its termination right immediately following this offering, the aggregate amount of these termination payments would be approximately $        . The foregoing number is merely an estimate and the actual payments could differ materially. We may need to incur additional indebtedness to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies or otherwise.

Vista Proppants and Logistics Inc. is controlled by our pre-IPO owners, whose interests may differ from those of our public stockholders.

Immediately following this offering and the application of net proceeds from this offering, our pre-IPO owners will hold approximately     % of the combined voting power of our Class A and Class B common stock (or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Accordingly, our pre-IPO owners will have the ability to elect all of the members of our board of directors, and thereby to control our management and affairs. In addition, they will be able to determine the outcome of all matters requiring stockholder approval, including mergers and other material transactions, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive our stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

In addition, immediately following this offering and the application of the net proceeds therefrom, our pre-IPO owners will own     % of the LLC Units (or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Because they hold their ownership interest in our business directly in Vista OpCo, rather than through Vista Proppants and Logistics Inc., our pre-IPO owners may have conflicting interests with holders of shares of our Class A common stock. For example, if Vista OpCo makes distributions to Vista Proppants and Logistics Inc., the non-managing members of Vista OpCo will also be entitled to receive such distributions pro rata in accordance with the percentages of their respective limited liability company interests in Vista OpCo and their preferences as to the timing and amount of any such distributions may differ from those of our public stockholders. Our pre-IPO owners may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the tax receivable agreement that we will enter in connection with this offering, whether and when to incur new or refinance existing indebtedness, and whether and when Vista Proppants and Logistics Inc. should terminate the tax receivable agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration our pre-IPO owners’ tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Moreover, under our amended and restated bylaws and the stockholders’ agreement with our Principal Stockholders and their respective affiliates that will be in effect by the completion of this offering, for so long as

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our Principal Stockholders and their respective affiliates retain significant ownership of us, we will agree to nominate to our board individuals designated by the Principal Stockholders. Even when our Principal Stockholders and their respective affiliates cease to own shares of our stock representing a majority of the total voting power, for so long as our Principal Stockholders and their respective affiliates continue to own a significant percentage of our stock, they will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, our Principal Stockholders and their respective affiliates will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as our Principal Stockholders and their respective affiliates continue to own a significant percentage of our stock, they will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.

Our amended and restated certificate of incorporation will not limit the ability of our Sponsor to compete with us.

Our Sponsor and its affiliates engage in a broad spectrum of activities, including investments in the energy sector generally and in the oilfield services industry in particular. In the ordinary course of their business activities, our Sponsor and its affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation will provide that none of our Sponsor, any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Our Sponsor also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Sponsor may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Risks Related to this Offering and Ownership of our Class A Common Stock

Upon the listing of our shares on NASDAQ, we will be a “controlled company” within the meaning of NASDAQ rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, our Principal Stockholders will continue to control a majority of the combined voting power of all classes of our stock entitled to vote generally in the election of directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of NASDAQ. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of its common stock:

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Following this offering, we may utilize these exemptions. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

We are an “emerging growth company” under the JOBS Act, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we currently intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of this offering; (ii) the last day of the first fiscal year during which our annual gross revenue is $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on exemptions from certain disclosure requirements. If some investors find our Class A common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Class A common stock and the price of our Class A common stock may be more volatile.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and NASDAQ. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and Class A common stock price.

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act that eventually we will be required to meet. Because currently we do not have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion

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that we have a material weakness in our internal controls. Once we are no longer an emerging growth company, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting on an annual basis. If we are not able to complete our initial assessment of our internal controls and otherwise implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the adequacy of our internal controls over financial reporting.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under our financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the price of our Class A common stock.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

There may not be an active trading market for shares of our Class A common stock, which may cause shares of our Class A common stock to trade at a discount from their initial offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained which would make it difficult for you to sell your shares of Class A common stock at an attractive price or at all. The initial public offering price per share of Class A common stock will be determined by agreement among us and the representatives of the underwriters, and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering.

The initial public offering price for the shares of our Class A common stock offered hereby was determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of the Class A common stock that will prevail in the trading market. The market price of our common stock may decline below the initial public offering price.

The market price of shares of our Class A common stock may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders,

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additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common stock at or above the initial public offering price.

In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of Class A common stock will be substantially higher than our pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid for the LLC Units by our pre-IPO owners. Assuming an offering price of $        per share of Class A common stock, which is the midpoint of the range on the front cover of this prospectus, you will incur immediate and substantial dilution in an amount of $        per share of Class A common stock. See “Dilution.”

You may be diluted by the future issuance of additional Class A common stock or LLC Units in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have approximately                  shares of Class A common stock authorized but unissued, including approximately                  shares of Class A common stock issuable upon exchange of LLC Units that will be held by our pre-IPO owners. Our certificate of incorporation authorizes us to issue these shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Similarly, the limited liability company agreement of Vista OpCo permits Vista OpCo to issue an unlimited number of additional limited liability company interests of Vista OpCo with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the LLC Units, and which may be exchangeable for shares of our Class A common stock. Additionally, we have reserved an aggregate of                  shares of Class A common stock and LLC Units for issuance under our 2018 Omnibus Incentive Plan, including up to              shares (assuming an offering price of $             per share of Class A common stock, which is the midpoint of the range on the front cover on this prospectus) issuable pursuant to restricted stock units that may be granted to our non-employee directors at the time of this offering. See “Management—Executive and Director Compensation—Actions Taken in Connection with the Offering—Vista Proppants and Logistics Inc. 2018 Omnibus Incentive Plan” and “—Director Compensation.” Any Class A common stock that we issue, including under our 2018 Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

We may issue preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.

Our amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations

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and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

Our share price may decline due to the large number of our shares eligible for future sale.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Class A common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of                  shares of our Class A common stock outstanding, or                  shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock. All of the shares of our Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates.” See “Shares Eligible for Future Sale.”

In addition, we and our pre-IPO owners will enter into an exchange agreement under which they (or certain permitted transferees thereof) will have the right, from and after the completion of this offering (subject to the terms of the exchange agreement), to exchange their LLC Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments. Upon completion of this offering (subject to the terms of the exchange agreement), an aggregate of              LLC Units may be exchanged for shares of our Class A common stock. Any shares we issue upon exchange of LLC Units will be “restricted securities” as defined in Rule 144 and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. Under applicable SEC guidance, we believe that for purposes of Rule 144 the holding period in such shares will generally include the holding period in the corresponding LLC Units exchanged. We and our directors and executive officers and each of our Principal Stockholders have agreed, subject to certain exceptions, not to dispose of or hedge any shares of our Class A common stock (including shares issued upon exchange of LLC Units) or securities convertible into or exchangeable for shares of our Class A common stock for 180 days from the date of this prospectus, except with the underwriters’ prior written consent. As a result of the registration rights agreement, however, all of these shares of our common stock (including shares issued upon exchange of LLC Units) may be eligible for future sale without restriction, subject to applicable lock-up arrangements. See “Shares Eligible for Future Sale—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that our Principal Stockholders will be considered affiliates for 180 days after this offering based on their expected share ownership, as well as their board nomination rights. Certain other of our stockholders may also be considered affiliates at that time. However, commencing 180 days following this offering, the holders of these shares of common stock will have the right, subject to certain exceptions and conditions, to require us to register their shares of common stock under the Securities Act, and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common

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stock issued pursuant to our 2018 Omnibus Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover                  shares of our Class A common stock. However, shares issued to our directors and officers and each of our Principal Stockholders are subject to lock-up arrangements, described above, and generally may not be sold for 180 days from the date of this prospectus, except with the underwriters’ prior written consent.

As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our class A common stock or other securities.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions:

Further, our amended and restated certificate of incorporation and bylaws provide that in the event our Principal Stockholders and their respective affiliates beneficially own, in the aggregate, less than 5% in voting power of our stock entitled to vote generally in the election of directors, we will automatically become subject to

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provisions of Delaware law, which may impair a takeover attempt that our stockholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our Class A common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent to the selection of an alternative forum, any (1) derivative action or proceeding brought on behalf of our Company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of our Company to our Company or our Company’s stockholders, (3) action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws, (4) action asserting a claim against us or any director or officer of our Company governed by the internal affairs doctrine, or (5) action, proceeding or claim arising pursuant to the federal securities laws of the United States or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or the Company’s directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

MARKET AND INDUSTRY DATA

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources, including Coras Research, Rystad Energy and Spears & Associates, and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Texas Premium White proppant and other trademarks, trade names, and service marks of Vista appearing in this prospectus are the property of Vista and its affiliates.

Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are without the ^® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks, and trade names. All trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

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ORGANIZATIONAL STRUCTURE

Existing Organizational Structure

Our business has historically been conducted through three affiliated entities and their respective subsidiaries: (i) Lonestar, which is in the business of mining, processing, transporting and selling industrial sand; (ii) MAALT, which specializes in the transloading of sand from rail to truck and the implementation of frac sand logistics solutions focused on the transportation of sand from in-basin terminals to the wellhead; and (iii) Bulk, which provides commercial trucking services through its fleet of commercial trucks, trailers and related assets, used in the transportation of frac sand and related commodities. Lonestar is our predecessor for accounting purposes.

On March 20, 2017, our pre-IPO owners completed a transaction in which Lonestar, MAALT and Bulk were acquired by a newly formed holding company, Vista OpCo. More specifically, LS Holdings, which was the 100% owner of Vista OpCo. and Lonestar prior to the transaction, contributed its ownership interests in Lonestar to Vista OpCo in exchange for newly issued common units in Vista OpCo. Additionally, the owners of MAALT and Bulk, who also held a significant ownership interest in LS Holdings, contributed their ownership interests in each entity to Vista OpCo in exchange for newly issued common units in Vista OpCo. While LS Holdings, MAALT and Bulk had similar ownership prior to the transaction, they were not under common control. Finally, First Reserve purchased certain outstanding common units in Vista OpCo from existing owners and also made a cash capital contribution to Vista OpCo in exchange for newly issued common units in Vista OpCo.

The diagram below depicts our current organizational structure.

Organizational Structure Following this Offering

Immediately following this offering, Vista Proppants and Logistics Inc. will be a holding company, and its sole material asset will be a controlling equity interest in Vista OpCo. As the sole managing member of Vista OpCo, Vista Proppants and Logistics Inc. will operate and control all of the business and affairs of Vista OpCo and, through Vista OpCo and its subsidiaries, conduct our business. Under GAAP, Vista OpCo will satisfy the definition of a variable interest entity. Vista Proppants and Logistics Inc. will be the primary beneficiary of Vista OpCo as a result of its 100% voting power and control over Vista OpCo and as a result of its obligation to bear losses and its right to receive benefits of Vista OpCo that could potentially be significant to Vista OpCo. Vista Proppants and Logistics Inc. will consolidate Vista OpCo on its consolidated financial statements and record a

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noncontrolling interest related to the LLC Units held by our pre-IPO owners on its consolidated balance sheet and statement of income. Vista OpCo’s assets and liabilities are for the use or obligation of Vista OpCo and/or its subsidiaries.

Our pre-IPO owners will hold all of the issued and outstanding shares of our Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of LLC Units of Vista OpCo held by such holder on all matters on which stockholders of Vista Proppants and Logistics Inc. are entitled to vote generally. The voting power afforded to holders of LLC Units by their shares of Class B common stock is automatically and correspondingly reduced as they exchange LLC Units for shares of Class A common stock of Vista Proppants and Logistics Inc. pursuant to the exchange agreement. If at any time the ratio at which LLC Units are exchangeable for shares of our Class A common stock changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

The diagram below depicts our organizational structure immediately following this offering.

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Incorporation of Vista Proppants and Logistics Inc.

Vista Proppants and Logistics Inc. was incorporated as a Delaware corporation on July 19, 2017. Vista Proppants and Logistics Inc. has not engaged in any business or other activities except in connection with its formation. The certificate of incorporation of Vista Proppants and Logistics Inc. authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Reclassification and Amendment and Restatement of Limited Liability Company Agreement of Vista OpCo

The existing limited liability company agreement of Vista OpCo provides for two classes of interest: common units and Class A units. The common units, which are held by our pre-IPO owners, represent a common equity interest in Vista OpCo that entitle its holders, subject to the rights of the holder of the Class A unit described below, to participate in any distributions of Vista OpCo, including distributions upon liquidation, ratably in accordance with their respective percentage ownership of the common units and to vote on any matters with respect to which common unitholders are entitled to vote, consent or approve, ratably in accordance with their respective percentage ownership of the common units, in each case, on the terms and conditions provided in the limited liability company agreement. The Class A unit, which is held by an entity in which each of our Founders has a 50% interest, is generally non-voting and entitles its holder to receive, on the terms and subject to the conditions of the limited liability company agreement, a portion of the distributions or sales proceeds otherwise payable to our Sponsor in respect of its common units in the event that specified investment returns have been achieved by our Sponsor.

Prior to the completion of this offering, the limited liability company agreement of Vista OpCo will be amended and restated to, among other things, modify its capital structure by creating a single new class of units that we refer to as “LLC Units.” Immediately following the reclassification but prior to the other Offering Transactions described below, there will be              LLC Units issued and outstanding.

Pursuant to the limited liability company agreement of Vista OpCo, Vista Proppants and Logistics Inc. will be the sole managing member of Vista OpCo. Accordingly, Vista Proppants and Logistics Inc. will have the right to determine when distributions will be made to the members of Vista OpCo and the amount of any such distributions. If Vista Proppants and Logistics Inc., as managing member, authorizes a distribution, such distribution will be made to the members of Vista OpCo pro rata in accordance with the percentages of their respective limited liability company interests.

The holders of limited liability company interests in Vista OpCo, including Vista Proppants and Logistics Inc., will incur United States federal, state and local income taxes on their proportionate share of any taxable income of Vista OpCo. Net profits and net losses of Vista OpCo will generally be allocated to its members (including Vista Proppants and Logistics Inc.) pro rata in accordance with the percentages of their respective limited liability company interests, except as otherwise required by law. The limited liability company agreement provides for cash distributions to the holders of limited liability company interests in Vista OpCo if Vista Proppants and Logistics Inc. determines that the taxable income of Vista OpCo will give rise to taxable income for its members. In accordance with the limited liability company agreement, we intend to cause Vista OpCo to make pro rata cash distributions to the holders of limited liability company interests in Vista OpCo for purposes of funding their tax obligations in respect of the income of Vista OpCo that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the taxable income of Vista OpCo multiplied by an assumed tax rate equal to the highest effective marginal combined United States federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income). See “Certain Relationships and Related Person Transactions—Vista OpCo Limited Liability Company Agreement.”

Blocker Merger

Immediately prior to the completion of this offering, one of our pre-IPO owners that is taxable as a corporation (the “Blocker Company”) will merge with and into a newly formed subsidiary of Vista Proppants

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and Logistics Inc. and the surviving entity will then be dissolved. In the merger, the Merged Owner, as the 100% owner of the Blocker Company, will acquire                  shares of newly issued Class A common stock and Vista Proppants and Logistics Inc. will acquire an equal number of outstanding LLC Units. Immediately following this offering, the Merged Owner will own less than 2% of the issued and outstanding shares of Class A common stock of Vista Proppants and Logistics Inc. (assuming the exchange of all LLC Units held by our pre-IPO owners for shares of Class A common stock).

Exchange Agreement

We and the holders of outstanding LLC Units will enter into an exchange agreement at the time of this offering under which they (or certain permitted transferees thereof) will have the right, from and after the completion of this offering (subject to the terms of the exchange agreement), to exchange their LLC Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange agreement will also provide that a holder of LLC Units will not have the right to exchange LLC Units if Vista Proppants and Logistics Inc. determines that such exchange would be prohibited by law or regulation or would violate other agreements with Vista Proppants and Logistics Inc. to which the holder of LLC Units may be subject. Vista Proppants and Logistics Inc. may impose additional restrictions on exchange that it determines to be necessary or advisable so that Vista OpCo is not treated as a “publicly traded partnership” for United States federal income tax purposes. As a holder exchanges LLC Units for shares of Class A common stock, the number of LLC Units held by Vista Proppants and Logistics Inc. is correspondingly increased as it acquires the exchanged LLC Units. See “Certain Relationships and Related Person Transactions—Exchange Agreement.”

Offering Transactions

At the time of the consummation of this offering, Vista Proppants and Logistics Inc. intends to consummate the purchase, for cash, of newly issued LLC Units from Vista OpCo at a purchase price per unit equal to the initial public offering price per share of Class A common stock in this offering net of underwriting discounts. Assuming that the shares of Class A common stock to be sold in this offering are sold at $        per share, which is the midpoint of the range on the front cover of this prospectus, at the time of this offering, Vista Proppants and Logistics Inc. will purchase from Vista OpCo              newly issued LLC Units for an aggregate of $              (or              newly issued LLC Units for an aggregate of $        if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The issuance and sale of such newly issued LLC Units by Vista OpCo to Vista Proppants and Logistics Inc. will correspondingly dilute the ownership interests of our pre-IPO owners in Vista OpCo. See “Principal Stockholders” for more information regarding the proceeds from this offering that will be paid to our Principal Stockholders, directors and named executive officers. Accordingly, following this offering Vista Proppants and Logistics Inc. will hold a number of LLC Units that is equal to the number of shares of Class A common stock that it has issued, a relationship that we believe fosters transparency because it results in a single share of Class A common stock representing (albeit indirectly) the same percentage equity interest in Vista OpCo as a single LLC Unit.

Holders of LLC Units (other than Vista Proppants and Logistics Inc.) may, subject to certain conditions and transfer restrictions applicable to such holders as set forth in the operating agreement of Vista OpCo, from and after the completion of this offering (subject to the terms of the exchange agreement), exchange their LLC Units for Class A common stock on a one-for-one basis. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Vista OpCo. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of tax that Vista Proppants and Logistics Inc. would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge. Prior to the completion of this offering, we will enter into a tax receivable agreement with our pre-IPO owners that provides for the payment by Vista Proppants and Logistics Inc. to exchanging holders of LLC Units of 85% of the benefits, if any, that Vista Proppants and Logistics Inc. realizes, or in certain cases is deemed to realize, as a result of these increases in tax

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basis and of certain other tax benefits related to such exchanges, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of Vista Proppants and Logistics Inc. and not of Vista OpCo. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

We refer to the foregoing transactions, including those described under “—Reclassification and Amendment and Restatement of Limited Liability Company Agreement of Vista OpCo” and “—Blocker Merger,” as the “Offering Transactions.”

As a result of the transactions described above:

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USE OF PROCEEDS

We estimate that the net proceeds to Vista Proppants and Logistics Inc. from this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions, will be approximately $            million (or $            million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). A $1.00 increase or decrease in the assumed initial public offering price of $            per share would increase or decrease, as applicable, the net proceeds to Vista Proppants and Logistics Inc. from this offering by approximately $            million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions. Vista OpCo will bear or reimburse Vista Proppants and Logistics Inc. for all of the expenses payable by it in this offering, which we estimate will be approximately $            million.

Vista Proppants and Logistics Inc. intends to use all of the net proceeds from this offering (including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock) to purchase a number of newly issued LLC Units from Vista OpCo that is equivalent to the number of shares of Class A common stock that we offer and sell in this offering, as described under “Organizational Structure—Offering Transactions.” We intend to cause Vista OpCo to use these proceeds, as described in “Unaudited Pro Forma Condensed Consolidated Financial Information,” to repay indebtedness, including borrowings under our Term Loan Facility, and for general corporate purposes. Our Term Loan Facility, which matures in August 2021, bears interest at LIBOR (with a floor of 1%) plus 9.5% and was originally entered into on March 1, 2017, and amended and restated to provide for additional incremental borrowings on November 9, 2017. Borrowings under the Term Loan Facility were used to refinance existing indebtedness, fund capital expenditures, including the development of the Tolar and West Texas mines, and for general corporate purposes. Vista OpCo used the proceeds of the incremental borrowings under the Term Loan Facility to pay a distribution of $85.0 million to our pre-IPO owners on November 9, 2017 (as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Distribution Financing Transaction”). Additionally, on November 29, 2017, we borrowed an additional $60.0 million under our Term Loan Facility. Vista OpCo used the proceeds of the additional borrowings to fund capital expenditures, including the development of the West Texas mine, and for general corporate purposes.

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DIVIDEND POLICY

The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors and we may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Vista Proppants and Logistics Inc. is a holding company and has no material assets other than its ownership of LLC Units in Vista OpCo. We intend to cause Vista OpCo to make distributions to us in an amount sufficient to cover our taxes and obligations under the tax receivable agreement as well as any cash dividends declared by us. If Vista OpCo makes such distributions to us, the other holders of LLC Units will also be entitled to receive distributions pro rata in accordance with the percentages of their respective limited liability company interests.

Our existing Term Loan Facility includes and any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Vista OpCo is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Vista OpCo (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Vista OpCo are generally subject to similar legal limitations on their ability to make distributions to Vista OpCo.

Since its formation in July 2017, Vista Proppants and Logistics Inc. has not paid any dividends to holders of its outstanding common stock. In the period from its formation in March 2017 through September 30, 2017, Vista OpCo has paid an aggregate of $3.1 million of distributions to our pre-IPO owners. In addition, Vista OpCo used proceeds from incremental borrowings under the New Credit Agreement to pay a distribution of $85.0 million to our pre-IPO owners on November 9, 2017, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Distribution Financing Transaction.”

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2017:

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes thereto included elsewhere in this prospectus.

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DILUTION

If you invest in shares of our Class A common stock, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma net tangible book value per share of Class A common stock after this offering. Dilution results from the fact that the per share offering price of the shares of Class A common stock is substantially in excess of the pro forma net tangible book value per share attributable to our pre-IPO owners.

Our pro forma net tangible book value as of September 30, 2017 was approximately $            , or $            per share of Class A common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share of Class A common stock represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, after giving effect to the reclassification and assuming that all of the holders of LLC Units in Vista OpCo (other than Vista Proppants and Logistics Inc.) exchanged their LLC Units for newly issued shares of Class A common stock on a one-for-one basis.

After giving effect to the transactions described under “Unaudited Pro Forma Financial Information,” including the application of the proceeds from this offering as described in “Use of Proceeds,” our pro forma net tangible book value as of September 30, 2017 would have been $            , or $            per share of Class A common stock. This represents an immediate dilution in net tangible book value of $            per share of Class A common stock to our pre-IPO owners and an immediate dilution in net tangible book value of $            per share of Class A common stock to investors in this offering.

The following table illustrates this dilution on a per share of Class A common stock basis assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock:

Because our pre-IPO owners do not own any Class A common stock or other economic interests in Vista Proppants and Logistics Inc., we have presented dilution in pro forma net tangible book value per share of Class A common stock to investors in this offering assuming that all of the holders of LLC Units in Vista OpCo (other than Vista Proppants and Logistics Inc.) exchanged their LLC Units for newly issued shares of Class A common stock on a one-for-one basis in order to more meaningfully present the dilutive impact on the investors in this offering.

A $1.00 increase in the assumed initial public offering price of $            per share of our Class A common stock would increase our pro forma net tangible book value after giving effect to this offering by $             million, or by $             per share of our Class A common stock, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions. A $1.00 decrease in the assumed initial public offering price per share would result in equal changes in the opposite direction.

The following table summarizes, on the same pro forma basis as of September 30, 2017, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us, and the average price per share of Class A common stock paid by our pre-IPO owners and by new investors purchasing shares of Class

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A common stock in this offering, assuming that all of the holders of LLC Units in Vista OpCo (other than Vista Proppants and Logistics Inc.) exchanged their LLC Units for shares of our Class A common stock on a one-for-one basis.

Each $1.00 increase in the assumed offering price of $            per share would increase total consideration paid by investors in this offering by $            million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions. A $1.00 decrease in the assumed initial public offering price per share would result in equal changes in the opposite direction.

The dilution information above is for illustrative purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2016 and for the nine months ended September 30, 2017 present our consolidated results of operations giving pro forma effect to the March 2017 Transaction described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—The March 2017 Transaction” and to the Offering Transactions described under “Organizational Structure” and the use of the estimated net proceeds from this offering as described under “Use of Proceeds,” as if such transactions occurred on January 1, 2016. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 presents our consolidated financial position giving pro forma effect to the Offering Transactions described under “Organizational Structure” and the use of the estimated net proceeds from this offering as described under “Use of Proceeds,” as if such transactions occurred on September 30, 2017. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of these transactions on the historical financial information of Lonestar (in the case of the unaudited pro forma condensed consolidated statements of operations) and Vista OpCo (in the case of the unaudited pro forma condensed consolidated balance sheet).

Prior to giving effect to the Offering Transactions, our pre-IPO owners own 100% of the common units in Vista OpCo. Upon completion of the Offering Transactions, the pre-IPO owners will own                  (        %) of the outstanding LLC Units of Vista OpCo and Vista Proppants and Logistics Inc. will own                  (        %) of the outstanding LLC Units of Vista OpCo.

The unaudited pro forma condensed consolidated financial information should be read together with “Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of Vista Proppants and Logistics Inc. that would have occurred had we operated as a public company during the periods presented. The unaudited pro forma condensed consolidated financial information should not be relied upon as being indicative of our results of operations or financial position had the Offering Transactions described under “Organizational Structure” and the use of the estimated net proceeds from this offering as described under “Use of Proceeds” occurred on the dates assumed. The unaudited pro forma condensed consolidated financial information also does not project our results of operations or financial position for any future period or date.

The pro forma adjustments principally give effect to:

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The unaudited pro forma condensed consolidated financial information presented assumes no exercise by the underwriters of the option to purchase up to an additional                  shares of Class A common stock from us.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual general and administrative costs related to these steps and, among other things, additional directors and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs. We currently estimate that such additional annual general and administrative costs will be approximately $3.0 million.

As described in greater detail under “Certain Relationships and Related Person Transactions—Tax Receivable Agreement,” prior to the completion of this offering, we will enter into a tax receivable agreement with the holders of LLC Units (other than Vista Proppants and Logistics Inc.) that provides for the payment by Vista Proppants and Logistics Inc. to exchanging holders of LLC Units of 85% of the benefits, if any, that Vista Proppants and Logistics Inc. realizes, or in certain cases is deemed to realize, as a result of increases in tax basis and of certain other tax benefits related to such exchanges, including tax benefits attributable to payments under the tax receivable agreement. We anticipate that we will account for the effects of these increases in tax basis and associated payments under the tax receivable agreement arising from future exchanges as follows:

The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of our income. All of the effects of changes in any of our estimates after the date of the exchange will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

While such exchanges may occur in future periods following the offering, no such exchanges will occur as part of the Offering Transactions. Accordingly, no pro forma adjustment has been made to reflect the entering into of the tax receivable agreement, as any such adjustment would not be directly attributable to the Offering Transactions and would not be factually supportable. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

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Vista Proppants and Logistics, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2017

(in thousands)