Hi-Crush Partners LP (NASDAQ:HCLP) Files An 8-K Other Events

Item8.01. Other Events.

On January4, 2017, Hi-Crush Partners LP, a Delaware limited
partnership (the Partnership), and Hi-Crush GP LLC, a Delaware
limited liability company and the general partner of the
Partnership (the General Partner), entered into three separate
distribution agency agreements(the Agreements) with each of
Credit Suisse Securities (USA) LLC, UBS Securities LLC and Cowen
and Company, LLC (each a Manager and collectively the Managers).
to the terms of the Agreements, the Partnership may sell, from
time to time, through or to the Managers, common units
representing limited partner interests in the Partnership up to
an aggregate gross sales price of $50,000,000 (the Common Units).
Sales of the Common Units, if any, will be made by means of
ordinary brokers transactions on the New York Stock Exchange or
otherwise, in block transactions or as otherwise agreed with the
Managers. As agents, the Managers will not engage in any
transactions that stabilize the market price of the Common Units.

Under the terms of the Agreements, the Partnership may also sell
the Common Units to one or more of the Managers as principal for
its own account at a price to be agreed upon at the time of sale.
Any sale of the Common Units to a Manager as principal will be to
the terms of a separate terms agreement between the Partnership
and such Manager.

The Common Units to be issued to the Agreements are registered
under the Securities Act of 1933, as amended (the Securities
Act), to a shelf registration statement onFormS-3(Registration
No.333-214888), which was declared effective by the Securities
and Exchange Commission on December13, 2016.

The Agreements contain customary representations, warranties and
agreements by the Partnership, indemnification obligations of the
Partnership and the Managers, including for liabilities under the
Securities Act, other obligations of the parties and termination
provisions. The foregoing description of the Agreements does not
purport to be complete and is qualified in its entirety by
reference to the full text of the form of Agreement, a copy of
which is filed herewith as Exhibit1.1 and is incorporated by
reference herein. Legal opinions relating to the Common Units are
filed herewith as Exhibits 5.1 and 8.1.

Certain of the Managers or their affiliates have engaged, and may
in the future engage, in commercial and investment banking
transactions with the Partnership in the ordinary course of their
business. Such Managers or their affiliates have received, and
expect to receive, customary compensation and expense
reimbursement for these commercial and investment banking
transactions. Affiliates of certain of the Managers are lenders
under the Partnerships credit facilities.To the extent the
Partnership uses proceeds from any sales to the Agreements to
repay borrowings under such credit facilities, such affiliates
will receive a portion of the proceeds from any such sales.

Item9.01 – Financial Statements and Exhibits

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